Ramsay-Hale J
220513 In the matter of Unisol Holdings Ltd (IOL) – Judgment
IN THE GRAND COURT OF THE CAYMAN ISLANDS
FINANCIAL SERVICES DIVISION
FSD CAUSE NO: FSD 316 OF 2020 (MRHJ)
IN THE MATTER OF THE COMPANIES ACT (2020 REVISION)
AND IN THE MATTER OF UNISOL HOLDINGS LTD (IN OFFICIAL LIQUIDATION)
Before:
Hon. Mrs. Justice Margaret Ramsay-Hale
Heard:
On the Papers 2nd May 2022
Mr Erik Bodden and Ms Tonicia Williams of Conyers Dill and Pearman LLP
for the Joint Official Liquidators
Judgment on an application for winding up and dissolution of the Company taken on the
papers
JUDGMENT
Introduction
1.
Unisol Holdings Limited (the “Company”) was incorporated in the Cayman Islands as an
Exempted Company on 10 June 2016. The Company was created to act as a special
purpose vehicle for the sole purpose of owning a Hawker 125-800 aircraft (the “Aircraft”).
The Grand Court made a winding-up order against the Company on the petition of
ExecuJet Middle East (“ExecuJet”), a company incorporated under the laws of Dubai,
United Arab Emirates which had provided maintenance services in respect of the aircraft
owned by the Company for which it had not been paid. Martin Trott and Mr Christopher
Smith of R & H Restructuring were appointed as Joint Official Liquidators (“JOLs”).
2.
Following their appointment and their first meeting with creditors on 11 March 2021 by
telephone conference call, the JOLs identified and sold the Company’s only apparent
220513 In the matter of Unisol Holdings Ltd (IOL) – Judgment
asset which was an aircraft, achieving a sale price of US$440,000. Having realised the
Company’s only known asset, they issued a Notice of Intention to declare a final dividend
which was sent to all known creditors on 21 October 2021, in accordance with Order 18,
rule 7 of the CWR.
3.
The JOLs provided their Final Report to Creditors dated 31 December 2021 (the “Final
Report”), notice of the final meeting of creditors scheduled for 30 March 2022 (the “Final
Meeting”) and notice of the dissolution hearing to all known creditors on 1 March 2022
by email. The Final report was filed with the Court and sealed on 15 March 2022.
4.
Notice of the Final Meeting, including the notice of the dissolution hearing listed to be
heard by this Court on 26 April 2022, was advertised in the Cayman Islands in the Gazette
published on 14 March 2022 and in the United Arab Emirates in the Khaleej Times
newspaper on 16 March 2022.
5.
The notices requested that creditors contact the JOLs by 28 March 2022 if they wished to
attend the Final Meeting which was to be held via teleconference. As no creditors
responded to either the published notices or the email dated 1 March 2022 to request
the dial in details for the Final Meeting, the meeting did not take place. The notices also
requested that any creditor objecting to the application for dissolution, or wishing to be
heard by the Grand Court at the hearing for dissolution, contact the JOLs before the date
for hearing. Up to 6 April 2022, no creditor had responded to the JOLs. All creditors were
given notice of the JOLs’ intention to request that the hearing be dealt with on the papers.
No creditor attended at Court on the date when the matter was set down for hearing.
6.
As there are no further identifiable assets in the liquidation estate and the aircraft has
been sold and a final distribution to creditors has been made, the JOLs have determined
that all material matters in the Company's liquidation have been dealt with and that it is
appropriate to proceed to dissolve the Company.
220513 In the matter of Unisol Holdings Ltd (IOL) – Judgment
This Application
7.
The JOLs now seek orders that:
a. The JOLs' remuneration for the period 4 February 2021 to 31 December 2021
in the sum of US$96,604 be approved;
b. The JOLs’ remuneration for the period 1 January 2022 to dissolution in the sum
of US$10,000 be approved;
c.
An Order that the requirement for the JOLs to form a liquidation committee
be dispensed with;
d. an order that the Company be dissolved pursuant to section 152(1) of the
Companies Act (2022 Revision) (the “Act”) and Order 22 of the Companies
Winding Up Rules, 2018 (the “CWR”), such dissolution to take effect two (2)
weeks after the date that this Order is made,
And directions that:
e. The JOLs be released from the performance of any further duties forthwith,
save for those reasonably required to give effect to the terms of this Order;
f.
The JOLs' liquidation files be preserved for a period of 3 years, after which time
the JOLs be at liberty to destroy such liquidation files;
g. The Company's books and records recovered by the JOLs be preserved by the
JOLs for 3 years from the date of the close of liquidation; and
h. The costs of this application be costs in the liquidation.
The Application for Remuneration
8.
Before seeking the Court's approval of their remuneration, the JOLs are obliged to seek
the approval of a liquidation committee of their fees. In this case, no liquidation
220513 In the matter of Unisol Holdings Ltd (IOL) – Judgment
committee was formed at the first meeting of creditors. Mr. Trott’s evidence is that the
Company’s creditors - three in total - attended the first meeting but only one creditor was
nominated. O9 r 1(1) of the CWR requires that a liquidation committee be comprised of
not less than three members with the consequence that no liquidation committee could
be formed.
9.
Given those circumstances, I formally order that the requirement for the JOLs to form a
liquidation committee be dispensed with.
10.
Mr. Trott’s evidence is that, in the absence of a liquidation committee, the JOLs sought
creditor approval of their remuneration. In the Final Report they informed creditors of
the proposed basis of their remuneration and the amount that the JOLs would ask the
Court to approve and of their intention to seek the creditors’ approval of their
remuneration at the Final Meeting, which the creditors chose not to attend as stated in
para 5 supra.
11.
The JOLs remuneration and expenses in the sum of $96,603.75 are detailed at paragraph
9 and in Appendix III of the Final Report. Mr. Trott estimates the fees from 1 January 2022
to the date of dissolution will be in the sum of $10,000.
12.
The JOLs bear the burden of proving that the remuneration sought is reasonable and
justified. As was observed by the learned Chief Justice In Re Liberty Capital 2002 CILR at
para 57,
“The liquidator must exercise his own best judgment and determine what has to
be done and how to do it most effectively. In the liquidation field, he has
extraordinary discretion and latitude. The liquidator must therefore satisfy the
court (to which he is by law accountable in the interests of the creditors and
shareholders), as its officer, that the time spent is reasonable in the
circumstances, is necessary and has achieved a useful result.”
220513 In the matter of Unisol Holdings Ltd (IOL) – Judgment
13.
I have considered the costs summary produced to the Court by Mr. Trott. The rates of the
remuneration charged fall within the prescribed rates of remuneration for official
liquidators under the Schedule to the Insolvency Practitioners’ Regulations 2018. Having
considered the scope of the work undertaken by the JOLs, and, in particular, the steps the
JOLs were required to take to achieve the sale of the aircraft and its delivery to the United
States from Dubai as set out at paragraph 2 of the Final Report, I am satisfied that the
time spent and the costs incurred by the JOLs are reasonable.
14.
The JOLs’ application for remuneration for the period 4 February 2021 to 31 December
2021 in the sum of US$96,604 is approved. I also approve their remuneration for the
period 1 January 2022 to the dissolution of the Company in the sum of $10,000.
The Application to Dissolve the Company
15.
Section 152 of the Act provides that when the affairs of the company have been
completely wound up, the Court shall make an order that the company be dissolved. Mr.
Trott’s evidence is that all material matters in the liquidation have been dealt with,
subject to the payment of the JOLs remuneration and expenses and the closure of the
Company’s bank account.
16.
It is appropriate that an order be made that the Company be dissolved. In the
circumstances, where the JOLs need adequate time to close the Company’s bank account
before the Company is dissolved, the dissolution will take effect two weeks after the date
that the order is made.
Books and records
17.
Pursuant to O 26, rr 2 and 3, the Court directs that the JOLs’ liquidation files be preserved
for a period of three years, after which time the JOLs be at liberty to destroy such
liquidation files; and that The Company’s books and records recovered by the JOLs be
preserved by the JOLs for a period of three years, after which time the JOLs be at liberty
to destroy such books and records.
220513 In the matter of Unisol Holdings Ltd (IOL) – Judgment
18.
The JOLs are hereby released from the performance of any further duties save for those
reasonably required to give effect to the terms of the Order made.
19.
The Draft Order is approved as to form and content.
DATED THE 13TH MAY 2022
RAMSAY-HALE J