The Representation of Ocorian Corporate Services (Jersey) Ltd and Circle Corporate Services (Jersey) Ltd

JurisdictionJersey
CourtRoyal Court
JudgeJ. A. Clyde-Smith O.B.E.,Jurats Ronge,Pitman
Judgment Date28 September 2020
Neutral Citation[2020] JRC 196
Date28 September 2020

[2020] JRC 196

ROYAL COURT

(Samedi)

Before:

J. A. Clyde-Smith O.B.E., Commissioner, and Jurats Ronge and Pitman

In the Matter of the Representation of Ocorian Corporate Services (Jersey) Limited and Circle Corporate Services (Jersey) Limited
And in the Matter of Valad European Diversified Fund (Jersey) 11 Limited
And in the Matter of Valad European Diversified Fund (Jersey) 14 Limited
And in the Matter of Valad European Diversified Fund (Jersey) 19 Limited
(Together “The Companies”)

Advocate E. B. Drummond for the Representors.

Authorities

Insolvency Act 1986

Dessain & Wilkins, Insolvency & Asset Tracking, 5th Ed (2016).

Representation of HSBC Bank Plc re Tambrook [2013] JRC 046.

OT Computers Limited [2002] JLR Note 10.

Representation by Doltable Ltd [2005] JRC 038A.

Representation of HSBC Bank Plc re Tambrook [2013] JRC 046.

Re Siena SARL [2015] JRC 260.

Alard Investments Limited [2015] JRC 137.

Harbour v Orb [2016] (2) JLR Note 10.

Representation of RBS [2012] JRC 080.

Letter of Request

THE COMMISSIONER:
1

The two corporate directors of Valad European Diversified Fund (Jersey) 11 Limited, Valad European Diversified Fund (Jersey) 14 Limited and Valad European Diversified Fund (Jersey) 19 Limited (“the Companies”) asked the Court in the exercise of its discretion to issue a letter of request to the English High Court seeking the making of administration orders in relation to the Companies under the provisions of the Insolvency Act 1986.

2

The Companies principle assets are substantial commercial properties in the United Kingdom and they are now cash flow, if not balance sheet, insolvent. As Advocate Drummond says they have been caught in the perfect storm of Covid 19 with reduced footfall to the premises let out, non-payment of rent and inability to enforce arrears of rental.

3

The principle indebtedness is to NatWest Markets Plc and Royal Bank of Scotland Plc under a facility which is secured and cross collateralised over the assets of the Companies and there are other unsecured creditors.

4

The Companies need to be placed into a insolvency process to protect the interests of their creditors and the directors are concerned to ensure the best returns to the creditors generally. They believe the best option is a process which allows maximum flexibility and the Companies to continue trading whilst their assets are liquidated.

5

Jersey does not have such a process and the directors believe that it is in the best interests of the creditors for the Companies to be placed into administration under the Insolvency Act.

6

The Royal Court has an inherent jurisdiction to request assistance from the English High Court by way of letter of request for the purposes of placing a Jersey-registered company into administration in England. The Royal Court's authority is well-established and has been applied on a number of previous occasions — see Dessain & Wilkins, Insolvency & Asset Tracking, 5th Ed (2016), pages 328 to 331.

7

In the Representation of HSBC Bank Plc re Tambrook [2013] JRC 046 the Royal Court confirmed its jurisdiction to issue a letter of request:

“It is settled law that this Court has jurisdiction to issue a request to the English Court, it being recognised that Jersey Insolvency Law does not make provision for the flexibility offered by the administration process;”

8

As the power to issue a letter of request stems from the Royal Court's inherent jurisdiction, the pool of general powers that it may exercise in the administration of justice, there is no exhaustive (or closed) list of parties which may apply for the issuance of a letter of request. Applications have been made by:

9

The present application is made by the boards of each of the Companies acting by their directors and is analogous to similar applications made by debtor companies themselves. The Representors' have issued one Representation in respect of all three Companies in order...

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