The PPP Administration Order Rules 2007

• (2) The chairman shall deliver the proxies forthwith after the meeting to the special PPP administrator, where that is someone other than himself.

Right of inspection

86

• (1) The special PPP administrator shall, so long as proxies lodged with him are in his hands, allow them to be inspected, at all reasonable times on any business day by—

• (a) all creditors who have submitted in writing a claim to be creditors of the PPP company;

• (b) that company’s members, in the case of proxies used at a meeting of that company; and

• (c) the directors of that company.

• (2) The reference in paragraph (1) to creditors does not include a person whose claim has been wholly rejected for the purposes of voting, dividend or otherwise.

• (3) Any person attending a meeting in PPP administration proceedings is entitled, immediately before or in the course of the meeting, to inspect proxies and associated documents (including proofs) sent or given, in accordance with directions contained in any notice convening the meeting, to the chairman of that meeting or to any other person by a creditor or member of the PPP company for the purpose of that meeting.

Proxy-holder with financial interest

87

• (1) A proxy-holder shall not vote in favour of any resolution which would directly or indirectly place him, or any associate of his, in a position to receive any remuneration out of the assets of the PPP company, unless the proxy specifically directs him to vote in that way.

• (2) Where a proxy-holder has signed the proxy as being authorised to do so by his principal and the proxy specifically directs him to vote in the way mentioned in paragraph (1), he shall nevertheless not vote in that way unless he produces to the chairman of the meeting written authorisation from his principal sufficient to show that the proxy-holder was entitled so to sign the proxy.

• (3) This rule applies also to any person acting as chairman of a meeting and using proxies in that capacity under rule 84, and in its application to him, the proxy-holder is deemed an associate of his.

• (4) In this rule “associate” shall have the same meaning as in section 435 of the 1986 Act.

Company representation

88

• (1) Section 323 of the 2006 Act (representation of corporations at meetings) applies to a meeting of creditors called in PPP administration proceedings as to a meeting of the company (references to a member of the company being read as references to a creditor).

• (2) Where a person is authorised under section 323 of the 2006 Act to represent a corporation at a meeting of creditors called in PPP administration proceedings, he shall produce to the chairman of the meeting a copy of the resolution from which he derives his authority.

• (3) The copy resolution must be under the seal of the corporation, or certified by the secretary or a director of the corporation to be a true copy.

• (4) Nothing in this rule requires the authority of a person to sign a proxy on behalf of a principal which is a corporation to be in the form of a resolution of that corporation.

PART 8 — EXAMINATION OF PERSONS IN PPP ADMINISTRATION PROCEEDINGS

Application

89

The rules in this Part relate to applications to the court, made by the special PPP administrator, for an order under section 236 (inquiry into company’s dealings, etc) of the 1986 Act.

Form and contents of application

90

• (1) The application shall be in writing, and be accompanied by a brief statement of the grounds on which it is made.

• (2) The respondent must be sufficiently identified in the application.

• (3) It shall be stated whether the application is for the respondent—

• (a) to be ordered to appear before the court; or

• (b) to be ordered to clarify any matter which is in dispute in the proceedings or to give additional information in relation to any such matter and if so CPR Part 18 (further information) shall apply to any such order; or

• (c) to submit an affidavit (if so, particulars are to be given of the matters to which he is required to swear); or

• (d) to produce books, papers or other records (if so, the items in question are to be specified),

or for any two or more of those purposes.

• (4) The application may be made without notice being served on any other party.

Order for examination, etc

91

• (1) The court may, whatever the purpose of the application, make any order which it has power to make under section 236.

• (2) The court, if it orders the respondent to appear before it, shall specify a venue for his appearance, which shall be not less than 14 days from the date of the order.

• (3) If he is ordered to submit affidavits, the order shall specify—

• (a) the matters which are to be dealt with in his affidavits; and

• (b) the time within which they are to be submitted to the court.

• (4) If the order is to produce books, papers or other records, the time and manner of compliance shall be specified.

• (5) The order must be served forthwith on the respondent; and it must be served personally, unless the court otherwise orders.

Procedure for examination

92

• (1) At any examination of the respondent, the special PPP administrator may attend in person, or be represented by a solicitor with or without counsel, and may put such questions to the respondent as the court may allow.

• (2) If the respondent is ordered to clarify any matter or to give additional information, the court shall direct him as to the questions which he is required to answer, and as to whether his answers (if any) are to be made on affidavit.

• (3) Where an application has been made under section 236 on information provided by a creditor of the PPP company, that creditor may, with the permission of the court and if the special PPP administrator does not object, attend the examination and put questions to the respondent (but only through the special PPP administrator).

• (4) The respondent may at his own expense employ a solicitor with or without counsel, who may put to him such questions as the court may allow for the purpose of enabling him to explain or qualify any answers given by him, and may make representations on his behalf.

• (5) There shall be made in writing such record of the examination as the court thinks proper. The record shall be read over either to or by the respondent and signed by him at a venue fixed by the court.

• (6) The written record may, in any proceedings (whether under the 1986 Act or otherwise), be used as evidence against the respondent of any statement made by him in the course of his examination.

Record of examination

93

• (1) Unless the court otherwise directs, the written record of the respondent’s examination, and any response given by him to any order under CPR Part 18 (further information), and any affidavits submitted by him in compliance with an order of the court under section 236, shall not be filed in court.

• (2) The written record, responses and affidavits shall not be open to inspection, without an order of the court, by any person other than the special PPP administrator.

• (3) Paragraph (2) applies also to so much of the court file as shows the grounds of the application for an order under section 236 and to any copy of any order sought under CPR Part 18.

• (4) The court may from time to time give directions as to the custody and inspection of any documents to which this rule applies, and as to the furnishing of copies of, or extracts from, such documents.

Costs of proceedings under section 236

94

• (1) Where the court has ordered an examination of a person under section 236, and it appears to it that the examination was made necessary because information had been unjustifiably refused by the respondent, it may order that the costs of the examination be paid by him.

• (2) Where the court makes an order against a person under section 237(1) or section 237(2) (court’s enforcement powers under section 236) of the 1986 Act, the costs of the application for the order may be ordered by the court to be paid by the respondent.

• (3) Subject to paragraphs (1) and (2), the special PPP administrator’s costs shall, unless the court otherwise orders, be paid out of the assets of the PPP company.

• (4) A person summoned to attend for examination under this Part shall be tendered a reasonable sum in respect of travelling expenses incurred in connection with his attendance. Other costs falling on him are at the court’s discretion.

PART 9 — MISCELLANEOUS AND GENERAL

Power of Secretary of State to regulate certain matters

95

• (1) Pursuant to paragraph 27 of Schedule 8 to the 1986 Act, the Secretary of State may, subject to the 1986 Act, the 1999 Act and these Rules, make regulations with respect to any matter provided for in these Rules as relates to the carrying out of the functions of a special PPP administrator of a PPP company.

• (2) Regulations made pursuant to paragraph (1) may—

• (a) confer discretion on the court;

• (b) make non-compliance with any of the regulations a criminal offence;

• (c) make different provision for different cases, including different provision for different areas; and

• (d) contain such incidental, supplemental and transitional provisions as may appear to the Secretary of State necessary or expedient.

Notices

96

• (1) All notices required or authorised by or under the 1986 Act or these Rules to be given must be in writing, unless it is otherwise provided, or the court allows the notice to be given in some other way.

• (2) Where in any PPP administration proceedings a notice is required to be sent or given by the special PPP administrator, the sending or giving of it may be proved by means of a certificate by him, or his solicitor, or a partner or an employee of either of them, that the notice was duly posted.

• (3) In the case of a notice to be sent or given by a person other than the special PPP administrator, the sending or giving of it may be proved by means of a certificate by that person that he posted the notice, or instructed another person (naming him) to do so.

• (4) A certificate under this rule may be endorsed on a copy or specimen of the notice to which it relates.

Quorum at creditors’ meetings

97

• (1) Any meeting of creditors called or summoned by a special PPP administrator is competent to act if a quorum is present.

• (2) Subject to paragraph (3), a quorum is at least one creditor entitled to vote.

• (3) For the purposes of this rule, the reference to the creditor necessary to constitute a quorum is to those persons present or represented by proxy by any person (including the chairman) and includes persons duly represented under section 323 (representation of corporations at meetings) of the 2006 Act as applied by rule 88(1).

• (4) Where at any meeting of creditors—

• (a) the provisions of this rule as to a quorum being present are satisfied by the attendance of—

• (i) the chairman alone; or

• (ii) one other person in addition to the chairman; and

• (b) the chairman is aware, by virtue of proofs and proxies received or otherwise, that one or more additional persons would, if attending, be entitled to vote,

the meeting shall not commence until at least the expiry of 15 minutes after the time appointed for its commencement.

Evidence of proceedings at meeting

98

• (1) A minute of proceedings at a meeting (held under the 1986 Act or these Rules) of the creditors or the members of a PPP company called or summoned by the special PPP administrator, signed by a person describing himself as, or appearing to be, the chairman of that meeting is admissible in PPP administration proceedings without further proof.

• (2) The minute is prime facie evidence that—

• (a) the meeting was duly convened and held;

• (b) all resolutions passed at the meeting were duly passed; and

• (c) all proceedings at the meeting duly took place.

Documents issuing from Secretary of State

99

• (1) Any document purporting to be, or to contain, any order, directions or certificate issued by the Secretary of State shall be received in evidence and deemed to be or (as the case may be) contain that order or certificate, or those directions, without further proof, unless the contrary is shown.

• (2) Paragraph (1) applies whether the document is signed by the Secretary of State himself or an officer on his behalf.

• (3) Without prejudice to the foregoing, a certificate signed by the Secretary of State or an officer on his behalf and confirming—

• (a) the making of an order;

• (b) the issuing of any document; or

• (c) the exercise of any discretion, power or obligation arising or imposed under the 1986 Act, the 1999 Act or these Rules,

is conclusive evidence of the matters dealt with in the certificate.

Forms for use in PPP administration proceedings

100

• (1) The forms contained in the Schedule to these Rules shall be used in, and in connection with, PPP administration proceedings.

• (2) The forms shall be used with such variations, if any, as the circumstances may require.

Special PPP administrator’s security

101

• (1) Wherever under the 1999 Act or these Rules any person has to appoint, or proposes the appointment of, a person to the office of special PPP administrator, he is under a duty to satisfy himself that the person appointed or to be appointed has security for the proper performance of his functions.

• (2) In any PPP administration proceedings the cost of the special PPP administrator’s security shall be defrayed as an expense of the proceedings.

Time-limits

102

• (1) The provisions of CPR rule 2.8 (time) apply, as regards computation of time, to anything required or authorised to be done by these Rules.

• (2) The provisions of CPR rule 3.1(2)(a) (the court’s general powers of management) apply so as to enable the court to extend or shorten the time for compliance with anything required or authorised to be done by these Rules.

Service by post

103

• (1) For a document to be properly served by post, it must be contained in an envelope addressed to the person on whom service is to be effected, and pre-paid for first class post.

• (2) A document to be served by post may be sent to the last known address of the person to be served.

• (3) Where a document is served by post, the document is treated as served on the second business day after the date of posting unless the contrary is shown.

• (4) The date of posting is presumed, unless the contrary is shown, to be the date shown in the post-mark on the envelope in which the document is contained.

General provisions as to service and notice

104

Subject to rules 103, 105(1) and 117, CPR Part 6 (service of documents) applies as regards any matter relating to the service of documents and the giving of notice in PPP administration proceedings.

Service outside the jurisdiction

105

• (1) Section 3 of CPR Part 6 (special provisions about service out of the jurisdiction) does not apply in PPP administration proceedings.

• (2) Where for the purposes of PPP administration proceedings any process or order of the court, or other document, is required to be served on a person who is not in England and Wales, the court may order service to be effected within such time, on such person, at such place and in such manner as it thinks fit, and may also require such proof of service as it thinks fit.

• (3) An application under this rule shall be supported by an affidavit stating—

• (a) the grounds on which the application is made; and

• (b) in what place or country the person to be served is, or probably may be found.

Confidentiality of documents

106

• (1) Where in PPP administration proceedings the special PPP administrator considers, in the case of a document forming part of the records of the proceedings, that—

• (a) it should be treated as confidential; or

• (b) it is of such a nature that its disclosure would be calculated to be injurious to the interests of the creditors or members of a PPP company,

he may decline to allow it to be inspected by a person who would otherwise be entitled to inspect it.

• (2) Where under this rule the special PPP administrator determines to refuse inspection of a document, the person wishing to inspect it may apply to the court for that determination to be overruled; and the court may either overrule it altogether, or sustain it subject to such conditions (if any) as it thinks fit to impose.

• (3) Nothing in this rule entitles the special PPP administrator to decline to allow the inspection of any claim or proxy.

Notices sent simultaneously to the same person

107

Where under the 1986 Act, the 1999 Act or these Rules a document of any description is to be sent to a person (whether or not as a member of a class of persons to whom that same document is to be sent), it may be sent as an accompaniment to any other document or information which the person is to receive, with or without modification or adaptation of the form applicable to that document.

Right to copy documents

108

• (1) Where under the 1986 Act or these Rules a person has a right to inspect documents, the right includes that of taking copies of those documents, on payment—

• (a) in the case of documents on the court’s file of proceedings, of the fee chargeable under any order made under section 92 of the Courts Act 2003¹⁸; and

• (b) otherwise, of the appropriate fee.

Charge for copy documents

109

Where in PPP administration proceedings the special PPP administrator is requested by a creditor or member to supply copies of any documents, he is entitled to require the payment of the appropriate fee in respect of the supply of the documents.

Non-receipt of notice of meeting

110

Where in accordance with the 1986 Act or these Rules a meeting of creditors is called or summoned by notice, the meeting is presumed to have been duly summoned and held, notwithstanding that not all those to whom the notice is to be given have received it.

Right to have list of creditors

111

• (1) In any PPP administration proceedings a creditor who under these Rules has the right to inspect documents on the court file also has the right to require the special PPP administrator to furnish him with a list of the creditors of the PPP company and the amounts of their respective debts.

False claim of status as creditor or member

112

• (1) Where these Rules provide for creditors or members of a PPP company a right to inspect any documents, whether on the court’s file or in the hands of the special PPP administrator or other person, it is an offence for a person, with the intention of obtaining a sight of documents which he has not under these Rules any right to inspect, falsely to claim a status which would entitle him to inspect them.

• (2) A person guilty of an offence under this rule is liable—

• (a) in summary proceedings, to a maximum of six months’ imprisonment or a fine of the statutory maximum, or both;

• (b) on indictment, to two years’ imprisonment or a fine, or both.

The Gazette

113

• (1) A copy of the Gazette containing any notice required by the 1986 Act or these Rules to be gazetted is evidence of any fact stated in the notice.

• (2) In the case of an order of the court notice of which is required by the 1986 Act or these Rules to be gazetted, a copy of the Gazette containing the notice may in any proceedings be produced as conclusive evidence that the order was made on the date specified in the notice.

• (3) Where an order of the court which is gazetted has been varied, and where any matter has been erroneously or inaccurately gazetted, the person whose responsibility it was to procure the requisite entry in the Gazette shall forthwith cause the variation of the order to be gazetted or, as the case may be, a further entry to be made in the Gazette for the purpose of correcting the error or inaccuracy.

Punishment of offences

114

Section 431 (summary proceedings) of the 1986 Act, as it applies to England and Wales, has effect in relation to offences under these Rules as to offences under that Act.

PART 10 — INTERPRETATION AND APPLICATION

Introductory

115

This Part of these Rules has effect for their interpretation and application; and any definition given in this Part applies except in so far as the context otherwise requires.

“The court”; “the registrar”

116

• (1) Anything to be done in PPP administration proceedings by, to or before the court may be done by, to or before a judge or the registrar.

• (2) The registrar may authorise any act of a formal or administrative character which is not by statute his responsibility to be carried out by the chief clerk or any other officer of the court acting on his behalf, in accordance with directions given by the Lord Chancellor.

• (3) In PPP administration proceedings, “the registrar” means—

• (a) where the proceedings are in the District Registry of Birmingham, Bristol, Caernarfon, Cardiff, Leeds, Liverpool, Manchester, Mold, Newcastle-upon-Tyne or Preston, the District Judge; and

• (b) in all other cases, an Insolvency and Companies Court Judge.

“Give notice” etc.

117

• (1) A reference in these Rules to giving notice means that the notice may be sent by post or by any means of electronic communication that is received, or readily accessible by the person to whom it is sent, in legible form.

• (2) A reference in these Rules to delivering, sending or serving any document means that the document may be sent by post, unless under a particular rule personal service is expressly required.

• (3) Personal service of a document is permissible in all cases.

• (4) Notice of the venue fixed for an application may be given by service of the sealed copy of the application under rule 41(3).

Notice, etc. to solicitors

118

Where in PPP administration proceedings a notice or other document is required or authorised to be given to a person, it may, if he has indicated that his solicitor is authorised to accept service on his behalf, be given instead to the solicitor.

Notice to joint special PPP administrators

119

Where 2 or more persons are acting jointly as the special PPP administrator in any proceedings, delivery of a document to one of them is to be treated as delivery to them all.

“Petition”

120

“Petition” means a petition for a PPP administration order to be made in relation to a PPP company.

“Venue”

121

References to the “venue” for any proceedings or attendance before the court, or for a meeting, are to the time, date and place for the proceedings, attendance or meeting.

“PPP administration proceedings”

122

“PPP administration proceedings” means any proceedings under sections 220 to 224 of, and Schedule 14 to, the 1999 Act.

“The appropriate fee”

123

“The appropriate fee” means 15 pence per A4 or A5 page and 30 pence per A3 page.

Expressions used generally

124

• (1) “File in court” means deliver to the court for filing.

• (2) “The Gazette” means The London Gazette.

• (3) “Business day” means any day other than a Saturday, a Sunday, Christmas Day, Good Friday or a day which is a bank holiday in any part of Great Britain under or by virtue of the Banking and Financial Dealings Act 1971¹⁹.

Application and transitional provision

125

• (1) These Rules apply to PPP administration proceedings which—

• (a) commenced on or after the date on which these Rules come into force; or

• (b) commenced before that date but which are still in progress on that date, insofar as anything falling to be done under these Rules can be done under them on or after that date.

• (2) Except as provided for in these Rules, nothing contained in the Insolvency Rules shall apply to such proceedings.

• (3) Where, in relation to PPP administration proceedings to which paragraph (1)(b) applies, an act has been performed before the date on which these Rules come into force which, had it been performed on or after that date, would satisfy a requirement of these Rules, that act may be taken to satisfy that requirement.

SCHEDULE — FORMS

Index	Index
FORM NO	TITLE
PPP1	Petition for PPP administration order
PPP2	Consent of special PPP administrator
PPP3	Affidavit of service of petition for PPP administration order
PPP4	PPP administration order
PPP5	Notice to special PPP administrator of PPP administration order
PPP6	Notice of PPP administration order (for newspaper and London Gazette)
PPP7	Notice of PPP administration order
PPP8	Notice of PPP administration order to the registrar of companies
PPP9	Notice of discharge of PPP administration order
PPP10	Notice requiring preparation and submission of PPP administration statement of affairs
PPP11	Statement of affairs
PPP12	Affidavit of concurrence
PPP13	Statement of special PPP administrator’s proposals
PPP14	Statement of special PPP administrator’s revised proposals
PPP15	Notice of meetings in PPP administration proceedings
PPP16	Notice of order to deal with charged property
PPP17	Special PPP administrator’s abstract of receipts and payments
PPP18	Notice to court of special PPP administrator’s resignation under rule 36(1)
PPP19	Notice to court of special PPP administrator’s resignation under rule 36(2)
PPP20	Application
PPP21	Appointment of shorthand writer
PPP22	Declaration by shorthand writer
PPP23	Order appointing person to act for incapacitated person
PPP24	Proxy

Signed

Signed

Jack Straw — The Lord Chancellor — 29th October 2007

I concur, by the authority of the Lord Chief Justice

Andrew Morritt — The Chancellor of the High Court — 30th October 2007

I concur, by the authority of the Secretary of State for Transport

Signed by authority of the Secretary of State for Transport

Rosie Winterton — Minister of State — Department for Transport — 31st October 2007

Explanatory note

(This note is not part of the Rules)

EXPLANATORY NOTE

These Rules set out the procedure for the conduct of PPP administration proceedings. PPP administration is a special insolvency regime specifically created for the companies providing services under a public-private partnership agreement or “PPP agreement”, as defined by section 210(1) of the Greater London Authority Act 1999 (c.29) (“the 1999 Act”). These companies are defined as “PPP companies” by section 210(5) of the 1999 Act.

The framework for the PPP administration regime is set out in sections 220 to 224 of, and Schedules 14 and 15 to, the 1999 Act. Schedule 14 applies with modifications certain provisions of the Insolvency Act 1986 (c.45) including Part 2 of that Act which, prior to 15 September 2003, governed administration proceedings in relation to most companies. From that date, section 248 of the Enterprise Act 2002 (c.40) repealed Part 2 and replaced it with a new Schedule 1B to govern administration proceedings in relation to such companies. However, section 249 of the Enterprise Act 2002 effectively preserves Part 2 insofar as it applies to certain types of company, including PPP companies.

The PPP administration process is commenced by an application to court for a PPP administration order. Such an application can be made by the Mayor of London (or Transport for London acting as his agent).

A person appointed to manage the affairs, business and property of the PPP company is defined in paragraph 21(2) of Schedule 14 to the 1999 Act as a special PPP administrator.

These Rules are based upon the provisions of the Insolvency Rules 1986 (S.I. 1986/1925) but are a stand alone set of rules applicable only to PPP administration proceedings.

Part 1 of these Rules contains the construction and interpretation provisions.

Part 2 of these Rules sets out the procedure to be followed to initiate PPP administration proceedings, including the information which must be included in a petition for a PPP administration order and how much and to whom notice of that petition must be given. It also contains provisions on the notification and advertisement of a special PPP administrator’s appointment.

Part 3 of these Rules details the initial steps to be taken in PPP administration proceedings. These include the preparation of a statement of the PPP company’s affairs and the provision of information to creditors as to the special PPP administrator’s proposals.

Part 4 of these Rules governs the conduct of creditors’ and members’ meetings called by the special PPP administrator during PPP administration proceedings.

Part 5 of these Rules contains provisions relating to the special PPP administrator, including how his remuneration shall be fixed by the court and the procedures to be followed where the special PPP administrator resigns or dies.

Part 6 of these Rules contains general provisions detailing the court procedure and practice for PPP administration proceedings. In particular this Part sets out the general requirements for court applications made during a PPP administration, the cost assessment procedure for PPP administration proceedings and the appeals process to be used in PPP administration proceedings.

Part 7 of these Rules contains provisions for the use of proxies at creditors’ or members’ meetings held during a PPP administration, including the rights of inspection of such proxies and the procedure to be followed where a proxy-holder has a financial interest in the outcome of a resolution to be voted on at the meeting.

Part 8 of these Rules sets out the provision for the examination of persons where an application to court has been made by a PPP administrator under section 236 of the Insolvency Act 1986. Section 236 allows a special PPP administrator to apply to court for an order requiring certain persons to appear before the court to be questioned by the special PPP administrator about the PPP company.

Part 9 of these Rules contains miscellaneous provisions, including provisions relating to the punishment of contraventions of these Rules.

Part 10 of these Rules contains further interpretation and application provisions, including a transitional provision.

The Schedule to these Rules contains the forms that are to be used in PPP administration proceedings.

A full regulatory impact assessment has not been produced for this instrument as no impact on the private or voluntary sectors is foreseen.

Footnotes

Editorial notes