Doyle J
220211 FSD 329 of 2021 In the matter of Silver Base Group Holdings Limited – Judgment (DDJ)
IN THE GRAND COURT OF THE CAYMAN ISLANDS
FINANCIAL SERVICES DIVISION
CAUSE NO: FSD 329 of 2021 (DDJ)
IN THE MATTER OF THE COMPANIES ACT (2021 REVISION)
AND IN THE MATTER OF SILVER BASE GROUP HOLDINGS LIMITED
Appearances:
Mr. Jonathon Milne of Conyers Dill & Pearman LLP for Silver Base Group
Holdings Limited (in provisional liquidation) (the “Company”)
Mr. Hamid Khanbhai of Campbells LLP for the Joint Provisional
Liquidators (the “JPLs”)
Before:
The Hon. Justice David Doyle
Heard:
11 February 2022
Ex Tempore Judgment
Delivered:
11 February 2022
HEADNOTE
Amendment of Order and further adjournment of winding up petition
220211 FSD 329 of 2021 In the matter of Silver Base Group Holdings Limited – Judgment (DDJ)
JUDGMENT
1.
There are before the Court two applications:
i)
a summons for a further adjournment of the winding up petition to a date on or after
Monday 2 May 2022; and
ii)
a summons that paragraph 14 of the Order made on 8 December 2021 be amended
such that the words “copy be served upon the Company’s creditors” be replaced
with the words “copy sent to the Company’s creditors”.
2.
I am grateful to counsel who appeared before the Court this morning for the Company and for the
JPLs.
3.
In relation to the second application, I am content to Order that amendment and I make such an
Order. The Court’s intention was that the creditors be notified. Formal service was unnecessary
and I understand impracticable and costly.
4.
In respect of the request for a further adjournment, I have considered the first report of the JPLs
dated 25 January 2022 and recently brought to my attention. I have also considered the second
affidavit of Martin Nicholas John Trott sworn on 4 February 2022 with exhibit MNJT-2-2. I have
considered the recently filed first affidavit of Joanna Brathwaite sworn on 7 February 2022.
5.
I note the position of the creditors and the restructuring proposal.
6.
The JPLs, at paragraph 10.6 of the first report, indicate that the Company is working on a revised
restructuring proposal which it hopes will be met with the approval of the overall requisite majority
of the Company’s creditors.
7.
The JPLs, at paragraph 11.1 of the first report, express their considered view that the current
restructuring proposal appears to be feasible and is likely in the best interest of the Company’s
creditors subject to certain provisos, including:
i)
the Purchase Agents are able to supply stocks to the Group by 31 March 2022 to
generate sales and cash;
220211 FSD 329 of 2021 In the matter of Silver Base Group Holdings Limited – Judgment (DDJ)
ii)
the Company’s indirect investment in Wuliangye can be redeemed or alternatively
assigned for adequate value to an external party; and
iii)
cash can be repatriated from the People’s Republic of China to Hong Kong by way
of dividend distribution or other methods.
8.
There is stated to be a significant risk to the Group if the Purchase Agents fail to deliver the goods
by 31 March 2022.
9.
I also note the present position in respect of the winding up proceedings in Hong Kong.
10.
I record that no creditor has appeared today and that there is no opposition presented to the Court
this morning to the request for the adjournment.
11.
In such circumstances I am willing to provide one further adjournment but, as indicated during my
exchanges with counsel this morning, this matter cannot drag on indefinitely and minds need to be
focused as to future progress.
12.
To that end, I make the following Order:
i)
That the winding up petition presented by the Company dated 11 November 2021
be adjourned until 10 am on 5 May 2022;
ii)
Further restructuring proposals, if any, together with responses to previous
concerns expressed by the creditors shall be provided to all known creditors before
8 April 2022 with a request for a response before 22 April 2022;
iii)
The Court be provided before 3 pm on Friday 29 April 2022 with any updates in
respect of the restructuring proposals and the Hong Kong proceedings;
iv)
All known creditors shall be provided with a copy of the Order;
v)
The Order shall be filed forthwith in electronic and hard copy form with the Hong
Kong Court which make reference to all external proceedings of the company and
all subsidiaries of the company currently before the Hong Kong Court;
vi)
The costs of the Adjournment Summons are to be paid out of the assets of the
Company; and
220211 FSD 329 of 2021 In the matter of Silver Base Group Holdings Limited – Judgment (DDJ)
vii)
The remuneration and expenses of the JPLs for the Adjournment Summons to be
paid out of the assets of the Company.
13.
That is the Order I make and that concludes my short judgment in respect of this matter.
THE HON. JUSTICE DAVID DOYLE
JUDGE OF THE GRAND COURT