Citation and commencement

1.—(1) The Rules may be cited as the Insolvency (Scotland) Amendment Rules 2003 and shall come into force on 15th September 2003.

(2) References in these Rules to “the commencement date” are to the date referred to in paragraph (1) above.

Interpretation

2.—(1) In these Rules–

(a) references to the “principal Rules” are to the Insolvency (Scotland) Rules 1986(2) and a Rule referred to by number alone means the Rule so numbered in the principal Rules; and

(b) references to paragraphs, except where the context otherwise requires, are to paragraphs of Schedule B1 to the Insolvency Act 1986(3).

(2) These Rules shall be construed as one with the principal Rules.

Substitution of Part 2 of the principal Rules

3.  Subject to Rule 7 below, for Part 2 of the principal Rules substitute the provisions set out in Part 1 of Schedule 1 to these Rules.

Amendment to Schedule 4 of the principal Rules (Offences)

4.  Subject to Rule 7 below, in the table in Schedule 4 to the principal Rules, after the penultimate entry, insert:

Amendments to Schedule 5 to the principal Rules

5.  Subject to Rule 7 below, for the Forms 2.1 (Scot) to 2.13 (Scot) set out in Schedule 5 to the principal Rules, substitute Forms 2.1B (Scot) to 2.32B (Scot) as set out in Part 2 of Schedule 1 to these Rules.

Consequential amendments to the principal Rules

6.  Subject to Rule 7 below, Schedule 2 to these Rules (which makes consequential amendments to the principal Rules) shall have effect.

Transitional and savings provisions

7.—(1) Rules 3 to 6 of these Rules shall not apply, and Part 2 of, and Forms 2.1 (Scot) to 2.13 (Scot) set out in Schedule 5 to, the principal Rules as they had effect immediately before the coming into force of these Rules shall continue to have effect in relation to the administration of a company in respect of which the petition for an administration order was presented to the court before the commencement date.

(2) Rules 3 to 6 of these Rules shall not apply and Part 2 of, and Forms 2.1 (Scot) to 2.13 (Scot) set out in Schedule 5 to, the principal Rules as they had effect immediately before the coming into force of these Rules shall continue to have effect for the purposes of–

(a) section 249(2) of the Enterprise Act 2002; and

(b) the Financial Services and Markets Act 2000 (Administration Orders relating to Insurers) Order 2002(4).

Rule 3

SCHEDULE 1

PART 1 SUBSTITUTION OF PART 2 OF THE PRINCIPAL RULES

  

“PART 2 ADMINISTRATION PROCEDURE

CHAPTER 1 PRELIMINARY

Introductory and interpretation

2.1.—(1) In this Part–

(a) Chapter 2 applies in relation to the appointment of an administrator by the court;

(b) Chapter 3 applies in relation to the appointment of an administrator by the holder of a qualifying floating charge under paragraph 14;

(c) Chapter 4 applies in relation to the appointment of an administrator by the company or the directors under paragraph 22;

(d) The following Chapters apply in all the cases mentioned in sub paragraphs (a) to(c) above:

• – Chapter 5: Process of administration;

• – Chapter 6: Meetings;

• – Chapter 7: The creditors' committee;

• – Chapter 8: Functions and remuneration of administrator;

• – Chapter 9: Distributions to creditors;

• – Chapter 10: Ending administration;

• – Chapter 11: Replacing administrator;

• – Chapter 12: EC Regulation – conversion of administration to winding up;

• – Chapter 13: EC Regulation – member State liquidator.

(2) In this Part of these Rules a reference to a numbered paragraph shall, unless the context otherwise requires, be to the paragraph so numbered in Schedule B1 to the Act.

CHAPTER 2 APPOINTMENT OF ADMINISTRATOR BY COURT

Form of application

2.2.—(1) Where an application is made by way of petition for an administration order to be made in relation to a company, there shall be lodged together with the petition a Statement of the Proposed Administrator

(2) In this Part, references to a Statement of the Proposed Administrator are to a statement by each of the persons proposed to be administrator of a company, in the form required by Rule 7.30 and Schedule 5, stating–

(a) that he consents to accept appointment as administrator of that company;

(b) details of any prior professional relationship that he has had with that company; and

(c) his opinion that it is reasonably likely that the purpose of administration will be achieved.

(3) The petition shall state whether, in the opinion of the petitioner, (i) the EC Regulation will apply and (ii) if so, whether the proceedings will be main proceedings or territorial proceedings.

Service of petition

2.3.—(1) Notice of a petition under paragraph 12 shall be given by the petitioner to any holder of a qualifying floating charge, and to the following persons

(a) an administrative receiver, if appointed;

(b) a member State liquidator, if one has been appointed in main proceedings in relation to the company;

(c) if a petition for the winding up of the company has been presented but no order for winding up has yet been made, the petitioner under that petition;

(d) a provisional liquidator, if appointed;

(e) the person proposed in the petition to be the administrator;

(f) the registrar of companies;

(g) the Keeper of the Register of Inhibitions and Adjudications for recording in that register;

(h) the company, if the application is made by anyone other than the company; and

(i) the supervisor of a voluntary arrangement under Part I of the Act, if such has been appointed.

(2) Notice of the petition shall also be given to the persons upon whom the court orders that the petition be served.

Application to appoint specified person as administrator by holder of qualifying floating charge

2.4.—(1) This Rule applies where the holder of a qualifying floating charge, who has been given notice of an administration application, applies under paragraph 36(1)(b) to have a specified person appointed as administrator in place of the person proposed in the application.

(2) An application under paragraph 36(1)(b) shall include averments as to the basis upon which the applicant is entitled to make an appointment under paragraph 14, and shall be accompanied by–

(a) the written consent, in accordance with Rule 2.10(5), of all holders of a prior qualifying floating charge;

(b) the Statement of the Proposed Administrator

(c) a copy of the instrument or instruments by which the relevant floating charge was created, including any relevant instrument of alteration; and

(d) such other documents as the applicant considers might assist the court in determining the application.

(3) If an administration order is made appointing the specified person, the expenses of the original petitioner and of the applicant under this Rule shall, unless the court orders otherwise, be paid as an expense of the administration.

Application where company in liquidation

2.5.—(1) Where an administration application is made under paragraph 37 or 38, the petition shall contain, in addition to those averments required in an application under paragraph 12, averments in relation to-–

(a) the full details of the existing insolvency proceedings, including the name and address of the liquidator, the date he was appointed and by whom; and

(b) the reasons why administration has subsequently been considered appropriate,

and shall be accompanied by a copy of the order or certificate by which the liquidator was appointed and by such other documents as the petitioner considers might assist the court in determining the application.

(2) Where an administration application is made under paragraph 37, the petition shall contain, in addition to the averments required by paragraph (1) above, averments as to the basis upon which the petitioner is qualified to make an appointment under paragraph 14, and shall be accompanied by a copy of the instrument or instruments by which the relevant floating charge was created, including any relevant instrument of alteration, and by such other documents as the petitioner considers might assist the court in determining the application.

Expenses

2.6.  If the court makes an administration order, the expenses of the petitioner, and of any other party whose expenses are allowed by the court, shall be regarded as expenses of the administration.

Administration orders where company in liquidation

2.7.  Where the court makes an administration order in relation to a company which is in liquidation, the administration order shall contain consequential provisions, including–

(a) in the case of a liquidator in a voluntary winding up, his removal from office;

(b) provisions concerning the release of the liquidator, including his entitlement to recover expenses and to be paid his remuneration;

(c) provision for payment of the costs of the petitioning creditor in the winding-up;

(d) provisions regarding any indemnity given to the liquidator;

(e) provisions regarding the handling or realisation of any of the company’s assets under the control of the liquidator; and

(f) such other provisions as the court shall think fit.

Notice of dismissal of application for an administration order

2.8.  If the court dismisses the petition under paragraph 13(1)(b), the petitioner shall as soon as reasonably practicable send notice of the court’s order dismissing the petition to all those to whom the petition was notified under Rule 2.3

CHAPTER 3 APPOINTMENT OF ADMINISTRATOR BY HOLDER OF FLOATING CHARGE

Notice of intention to appoint

2.9.  For the purposes of paragraph 44(2), a notice of intention to appoint shall be in the form required by Rule 7.30 and Schedule 5, and shall be lodged in court at the same time as it is sent in accordance with paragraph 15(1) to the holder of any prior qualifying floating charge

Notice of appointment

2.10.—(1) The notice of appointment under paragraph 14 shall be in the form required by Rule 7.30 and Schedule 5

(2) Subject to Rule 2.12, there shall be lodged together with the notice of appointment–

(a) the Statement of the Proposed Administrator; and

(b) either–

(i) evidence that the person making the appointment has fulfilled the requirements of paragraph 15(1)(a); or

(ii) copies of the written consent of all those required to give consent in accordance with paragraph 15(1)(b).

(3) The statutory declaration required by paragraph 18(2) shall be made no earlier than 5 days before the notice of appointment is lodged.

(4) The holder of a prior floating charge may indicate his consent by completing the section provided on the form of notice of intention to appoint and returning to the person making the appointment a copy of that form.

(5) Where the holder of a prior floating charge does not choose to use the form of notice of intention to appoint to indicate his consent or no such form has been sent to him, his written consent shall include–

(a) details of the name, registered address and registered number of the company in respect of which the appointment is proposed to be made;

(b) details of the charge held including the date it was registered and, where applicable, any financial limit and any deeds of priority;

(c) the name and address of the floating charge holder consenting to the proposed appointment;

(d) the name and address of the holder of the qualifying floating charge who is proposing to make the appointment;

(e) the date that notice of intention to appoint was given;

(f) the name of the proposed administrator; and

(g) a statement of consent to the proposed appointment.

(6) Where the holder of a qualifying floating charge receives notice of an administration application and makes an appointment under paragraph 14, he shall as soon as reasonably practicable send a copy of the notice of appointment to the petitioner and to the court in which the petition has been lodged.

Notice to administrator

2.11.  The person making the appointment shall, as soon as reasonably practicable, send to the administrator a copy of the notice of appointment, certified by the clerk of court and endorsed with the date and time of presentation of the principal notice.

Appointment taking place out of court business hours

2.12.—(1) The holder of a qualifying floating charge may lodge a notice of appointment under paragraph 14 in court in accordance with this Rule when (and only when) the court is not open for public business.

(2) A notice of appointment lodged under this Rule shall be in the form required by Rule 7.30 and Schedule 5

(3) The person making the appointment shall lodge the notice by sending it by fax to the court, and shall ensure that a fax transmission report is produced by the sending machine which records the date and time of the fax transmission.

(4) The person making the appointment shall send to the administrator, as soon as reasonably practicable, a copy of the notice of appointment and of the fax transmission report.

(5) The appointment shall take effect from the date and time of the fax transmission.

(6) The person making the appointment shall lodge in court, on the next day that the court is open for public business, the principal notice of appointment together with the documents required by Rule 2.10(2) and–

(a) the fax transmission report showing the date and time at which the notice was sent; and

(b) a statement of the full reasons for the out of hours lodging of the notice of appointment, including why it would have been damaging to the company or its creditors not to have so acted.

(7) The administrator’s appointment shall cease to have effect if the requirements of paragraph (6) of this Rule are not met within the time set out in that paragraph.

(8) Where any question arises in respect of the date and time that the notice of appointment was lodged in court it shall be a presumption capable of rebuttal that the date and time shown on the fax transmission report is the date and time at which the notice was so lodged.

CHAPTER 4 APPOINTMENT OF ADMINISTRATOR BY COMPANY OR DIRECTORS

Notice of intention to appoin

2.13.—(1) A notice of intention to appoint given under paragraph 26 shall be in the form required by Rule 7.30 and Schedule 5 and shall be given by the company or the directors, as the case may be, to any holder of a qualifying floating charge.

(2) A copy of the notice of intention to appoint shall at the same time be sent–

(a) to the supervisor of any voluntary arrangement under Part I of the Act; and

(b) where the notice is given by the directors (other than as agents of the company), to the company.

Timing of statutory declaration

2.14.  The statutory declaration required by paragraph 27(2) shall be made not more than 5 business days before the notice is lodged in court.

Resolution or decision to appoint

2.15.  The person making the appointment shall lodge together with the notice of intention to appoint either a copy of the resolution of the company to appoint an administrator (where the company proposes to make the appointment) or a record of the decision of the directors (where the directors propose to make the appointment).

Notice of appointment

2.16.—(1) The notice of appointment referred to in paragraph 29 shall be in the form required by Rule 7.30 and Schedule 5.

(2) The statutory declaration required by paragraph 29(2) shall be made no earlier than 5 days before the notice is lodged.

(3) There shall be lodged together with the notice of appointment the Statement of the Proposed Administrator and, unless the period of notice set out in paragraph 26(1) has expired, the written consent of all those persons to whom notice was given in accordance with that paragraph

Appointment where no notice of intention to appoint has been given

2.17.  Where a notice of intention to appoint an administrator has not been given, there shall be lodged together with the notice of appointment either a copy of the resolution of the company to appoint an administrator (where the company proposes to make the appointment) or a record of the decision of the directors (where the directors propose to make the appointment).

Notice to administrator

2.18.  The person making the appointment shall, as soon as reasonably practicable, send to the administrator a copy of the notice of appointment, certified by the clerk of court and endorsed with the date and time of presentation of the principal notice.

CHAPTER 5 PROCESS OF ADMINISTRATION

Notification and advertisement of administrator’s appointment

2.19.—(1) As soon as is reasonably practicable, the administrator shall advertise his appointment once in the Edinburgh Gazette and once in a newspaper circulating in the area where the company has its principal place of business or in such newspaper as he thinks appropriate for ensuring that the order comes to the notice of the company’s creditors.

(2) The administrator shall at the same time give notice of his appointment to the following persons–

(a) a receiver, if appointed;

(b) a petitioner in a petition for the winding up of the company, if that petition is pending;

(c) any provisional liquidator of the company, if appointed;

(d) any supervisor of a voluntary arrangement under Part 1 of the Act; and

(e) the Keeper of the Register of Inhibitions and Adjudications for recording in that register.

(3) Where, by virtue of a provision of Schedule B1 to the Act or of these Rules, the administrator is required to send a notice of his appointment to any person, he shall satisfy that requirement by sending to that person a notice in the form required by Rule 7.30 and Schedule 5

Notice requiring statement of affairs

2.20.—(1) In this Chapter “relevant person” has the meaning given to it in paragraph 47(3).

(2) Subject to Rule 2.21, the administrator shall send to each relevant person upon whom he decides to make a requirement under paragraph 47 a notice in the form required by Rule 7.30 and Schedule 5 requiring him to provide a statement of the company’s affairs

(3) The notice shall inform each of the relevant persons–

(a) of the names and addresses of all others (if any) to whom the same notice has been sent;

(b) of the time within which the statement must be delivered;

(c) of the effect of paragraph 48(4) (penalty for non-compliance); and

(d) of the application to him, and to each other relevant person, of section 235 (duty to provide information, and to attend on the administrator, if required).

(4) The administrator shall furnish each relevant person upon whom he decides to make a requirement under paragraph 47 with the forms required for the preparation of the statement of affairs.

Statements of affairs and statements of concurrence

2.21.—(1) The statement of the company’s affairs shall be in the form required by Rule 7.30 and Schedule 5

(2) Where more than one relevant person is required to submit a statement of affairs the administrator may require one or more such persons to submit, in place of a statement of affairs, a statement of concurrence in the form required by Rule 7.30 and Schedule 5; and where the administrator does so, he shall inform the person making the statement of affairs of that fact

(3) The person making the statutory declaration in support of a statement of affairs shall send the statement, together with one copy thereof, to the administrator, and a copy of the statement to each of those persons whom the administrator has required to submit a statement of concurrence.

(4) A person required to submit a statement of concurrence shall deliver to the administrator the statement of concurrence, together with one copy thereof, before the end of the period of 5 business days (or such other period as the administrator may agree) beginning with the day on which the statement of affairs being concurred with is received by him.

(5) A statement of concurrence may be qualified in respect of matters dealt with in the statement of affairs, where the maker of the statement of concurrence is not in agreement with the statement of affairs, he considers that statement to be erroneous or misleading, or he is without the direct knowledge necessary for concurring with it.

(6) Subject to Rule 2.22, the administrator shall, as soon as is reasonably practicable, file a copy of the statement of affairs and any statement of concurrence with the registrar of companies

(7) Subject to Rule 2.22, the administrator shall insert any statement of affairs submitted to him, together with any statement of concurrence, in the sederunt book.

Limited disclosure

2.22.—(1) Where the administrator thinks that it would prejudice the conduct of the administration for the whole or part of the statement of the company’s affairs to be disclosed, he may apply to the court for an order of limited disclosure in respect of the statement, or any specified part of it.

(2) The court may order that the statement or, as the case may be, the specified part of it, shall not be filed with the registrar of companies or entered in the sederunt book.

(3) The administrator shall as soon as reasonably practicable file a copy of that order with the registrar of companies, and shall place a copy of the order in the sederunt book.

(4) If a creditor seeks disclosure of the statement of affairs or a specified part of it in relation to which an order has been made under this Rule, he may apply to the court for an order that the administrator disclose it or a specified part of it.

(5) The court may attach to an order for disclosure any conditions as to confidentiality, duration and scope of the order in any material change of circumstances, and other matters as it sees fit.

(6) If there is a material change in circumstances rendering the limit on disclosure unnecessary, the administrator shall, as soon as reasonably practicable after the change, apply to the court for the order to be discharged or varied; and upon the discharge or variation of the order the administrator shall, as soon as reasonably practicable–

(a) file a copy of the full statement of affairs (or so much of the statement of affairs as is no longer subject to the order) with the registrar of companies;

(b) where he has previously sent a copy of his proposals to the creditors in accordance with paragraph 49, provide the creditors with a copy of the full statement of affairs (or so much of the statement as is no longer subject to the order) or a summary thereof; and

(c) place a copy of the full statement of affairs (or so much of the statement as is no longer subject to the order) in the sederunt book.

Release from duty to submit statement of affairs; extension of time

2.23.—(1) The power of the administrator under paragraph 48(2) to revoke a requirement under paragraph 47(1), or to grant an extension of time, may be exercised at the administrator’s own instance, or at the request of any relevant person.

(2) A relevant person whose request under this Rule has been refused by the administrator may apply to the court for a release or extension of time.

(3) An applicant under this Rule shall bear his own expenses in the application and, unless the court otherwise orders, no allowance towards such expenses shall be made out of the assets of the company.

Expenses of statement of affairs

2.24.—(1) A relevant person who provides to the administrator a statement of the company’s affairs or statement of concurrence shall be allowed, and paid by the administrator out of his receipts, any expenses incurred by the relevant person in so doing which the administrator considers reasonable.

(2) Any decision by the administrator under this Rule is subject to appeal to the court.

(3) Nothing in this Rule relieves a relevant person from any obligation to provide a statement of affairs or statement of concurrence, or to provide information to the administrator.

Administrator’s proposals

2.25.—(1) The statement required to be made by the administrator under paragraph 49 shall include, in addition to the matters set out in that paragraph–

(a) details of the court which granted the administration order or in which the notice of appointment was lodged, and the relevant court reference number (if any);

(b) the full name, registered address, registered number and any other trading names of the company;

(c) details relating to his appointment as administrator, including the date of appointment and the person making the application or appointment, and, where there are joint administrators, a statement of the matters referred to in paragraph 100(2);

(d) the names of the directors and secretary of the company and details of any shareholdings which they have in the company;

(e) an account of the circumstances giving rise to the appointment of the administrator;

(f) if a statement of the company’s affairs has been submitted, a copy or summary of it, with the administrator’s comments, if any;

(g) if an order limiting the disclosure of the statement of affairs has been made, a statement of that fact, as well as–

(i) details of who provided the statement of affairs;

(ii) the date of the order of limited disclosure; and

(iii) the details or a summary of the details that are not subject to that order;

(h) if a full statement of affairs is not provided, the names and addresses of the creditors, and details of the debts owed to, and security held by, each of them;

(i) if no statement of affairs has been submitted–

(i) details of the financial position of the company at the latest practicable date (which must, unless the court otherwise orders, be a date not earlier than that on which the company entered administration);

(ii) the names and addresses of the creditors, and details of the debts owed to, and security held by, each of them; and

(iii) an explanation as to why there is no statement of affairs;

(j) the basis upon which it is proposed that the administrator’s remuneration should be fixed;

(k) except where the administrator proposes a voluntary arrangement in relation to the company –

(i) to the best of the administrator’s knowledge and belief–

(aa) an estimate of the value of the prescribed part (whether or not he proposes to make an application to the court under section 176A(5) and whether or not section 176A(3) applies); and

(bb) an estimate of the value of the company’s net property,

provided that such estimates shall not be required to include any information the disclosure of which could serious prejudice the commercial interests of the company, but if such information is excluded the estimates shall be accompanied by a statement to that effect; and

(ii) whether and, if so, why the administrator proposes to make an application to the court under section 176A(5);

(l) how it is envisaged the purpose of the administration will be achieved and how it is proposed that the administration shall end;

(m) where a creditors' voluntary liquidation is proposed–

(i) details of the proposed liquidator; and

(ii) a statement that, in accordance with paragraph 83(7) and Rule 2.47, creditors may nominate another person to act as liquidator;

(n) where it is proposed to make distributions to creditors in accordance with Chapter 9, the classes of creditors to whom it is proposed that distributions be made and whether or not the administrator intends to make an application to the court under paragraph 65(3);

(o) where the administrator has decided not to call a meeting of creditors, his reasons;

(p) the manner in which the affairs and business of the company–

(i) have, since the date of the administrator’s appointment, been managed and financed; and

(ii) will, if the administrator’s proposals are approved, continue to be managed and financed;

(q) whether–

(i) the EC Regulation applies; and

(ii) if so, whether the proceedings are main proceedings or territorial proceedings; and

(r) such other information (if any) as the administrator thinks necessary to enable creditors to decide whether or not to vote for the adoption of the proposals.

(2) A copy of the administrator’s statement of his proposals shall be sent to the registrar of companies together with a notice in the form required by Rule 7.30 and Schedule 5

(3) Where the statement of proposals states that the administrator thinks–

(a) that the company has sufficient property to enable each creditor of the company to be paid in full;

(b) that the company has insufficient property to make a distribution to unsecured creditors other than by virtue of section 176A(2)(a); or

(c) that neither of the objectives specified in paragraph 3(1)(a) and (b) can be achieved,

and no meeting has been requisitioned under paragraph 52(2), the administrator’s proposals shall be deemed to have been approved by the creditors upon the expiry of the period set out in Rule 2.31.

(4) The administrator shall give notice to the creditors of any order varying the period referred to in paragraph 49(5) (which sets out the period during which the administrator shall send out a copy of his statement of proposals).

(5) Where the administrator intends to apply to the court (or to lodge a notice under paragraph 80(2)) for the administration to cease at a time before he has sent a statement of his proposals to creditors in accordance with paragraph 49, he shall, at least 10 days before he makes such an application or lodges such a notice, send to all creditors of the company (so far as he is aware of their addresses) a report containing the information required by paragraph (1)(a) to (q) of this Rule.

(6) Where the administrator wishes to publish a notice under paragraph 49(6) he shall publish the notice once in the Edinburgh Gazette and once in the newspaper in which the administrator’s appointment was advertised. The notice shall–

(a) state the full name of the company;

(b) state the full name and address of the administrator;

(c) give details of the administrator’s appointment; and

(d) specify an address to which any member of the company may apply in writing for a copy of the statement of proposals to be provide free of charge.

(7) A notice under paragraph 49(6) must be published as soon as reasonably practicable after the administrator sends his statement of proposals to the company’s creditors and in any case no later than 8 weeks (or such other period as may be agreed by the creditors or ordered by the court) from the date upon which the company entered administration.

CHAPTER 6 MEETINGS

General

2.26.  The provisions of Chapter 1 of Part 7 (Meetings) shall apply with regard to meetings of the company’s creditors or members which are summoned by the administrator, subject to the provisions in this chapter.

Meetings to consider administrator’s proposals

2.27.—(1) The administrator may, upon giving at least 14 days' notice, require the attendance at a creditors' meeting of any directors or officers of the company (including persons who have been directors or officers in the past) whose presence at the meeting is, in the administrator’s opinion, appropriate.

(2) If at the meeting there is not the requisite majority for approval of the administrator’s proposals (with modifications, if any), the chairman may, and shall if a resolution is passed to that effect, adjourn the meeting once only and for not more than 14 days.

(3) The administrator shall give notice to the creditors of any order varying the period referred to in paragraph 51(2) (which sets out the period during which the administrator must set the date for an initial creditors' meeting).

(4) Rule 7.8 (adjournment), with the exception of Rule 7.8(6), shall not apply in relation to initial creditors' meetings in administration.

Correspondence instead of creditors' meetings

2.28.—(1) This Rule applies where an administrator proposes to conduct the business of a creditors' meeting by correspondence in accordance with paragraph 58.

(2) Notice of the business to be conducted shall be given to all who are entitled to be notified of a creditors' meeting by virtue of paragraph 51.

(3) The administrator may seek to obtain the agreement of the creditors to a resolution by sending to every creditor a copy of the proposed resolution.

(4) The administrator shall send to the creditors a copy of any proposed resolution on which a decision is sought, which shall be set out in such a way that agreement with or dissent from each separate resolution may be indicated by the recipient on the copy so sent.

(5) The administrator shall set a closing date for receipt of votes and comments. The closing date shall be set at the discretion of the administrator, but shall not be less than 14 days from the date of issue of the notice under paragraph (1) of this Rule.

(6) In order to be considered, votes and comments must be received by the administrator by the closing date and must be accompanied by the statement of claim and account or voucher referred to in Rule 4.15 as applied by this Part.

(7) For the conduct of business to proceed, the administrator must receive at least one response which satisfies the requirements of paragraph (6) of this Rule.

(8) If no responses are received by the closing date then the administrator shall summon a creditors' meeting.

(9) Any single creditor, or a group of creditors, of the company whose debt(s) amount to at least 10% of the total debts of the company may, within 5 business days from the date of the administrator sending out a resolution or proposals, require him to summon a creditors' meeting to consider the matters raised therein.

(10) If the administrator’s proposals or revised proposals are rejected by the creditors pursuant to this Rule, the administrator may summon a creditors' meeting.

(11) A reference in this Part to anything done at a creditors' meeting includes a reference to anything done in the course of correspondence in accordance with this Rule; and Rule 2.35 shall apply to the business of a creditors' meeting conducted by correspondence as it applies to a creditors' meeting.

Applicable law

2.29.—(1) This Rule applies where the laws of a member State and not the law of Scotland applies in relation to the conduct of the meeting.