Representation of Aspis Jersey Limited (in liquidation) [2013] JRC 178 (10 September 2013)

Representation of Aspis Jersey Limited (in liquidation) [2013] JRC 178 (10 September 2013)

Article 16 of the Articles of Association expressly limits the entitlement of Preferred Securities holders to a Liquidation Distribution to what they would have received in the T Bank liquidation. As T Bank is insolvent and its creditors will not be paid in full, the Preferred Securities holders are entitled to nothing. Therefore, the surplus assets must be distributed to T Bank as the ordinary shareholder.

Citation
[2013] JRC 178
Parties
Applicant: Andrew Dann; Applicant: Samantha Keen; Applicant: Patrick Brazzill; Applicant: Ernst & Young LLP; Subject Company: Aspis Jersey Limited; Ordinary Shareholder/respondent: T Bank SA; Preferred Shareholder/interested Party: Bank of America Merrill Lynch (BAML)
Jurisdiction
Jersey
Judgment Date
10 September 2013
Procedural Posture
Company Winding Up Application / Determination of Distribution of Surplus Assets in Summary Winding Up
Outcome
application granted
Legal Topics
Winding Up, Distribution of Surplus Assets, Shareholder Rights, Liquidation of Company, Priority of Claims
Company Law Insolvency Law Winding Up Distribution of Surplus Assets Shareholder Rights Liquidation of Company Priority of Claims

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Parties

Andrew Dann

Applicant

Samantha Keen

Applicant

Patrick Brazzill

Applicant

Ernst & Young LLP

Applicant

Aspis Jersey Limited

Subject Company

T Bank SA

Ordinary Shareholder/respondent

Bank of America Merrill Lynch (BAML)

Preferred Shareholder/interested Party

Procedural Posture

Company Winding Up Application / Determination of Distribution of Surplus Assets in Summary Winding Up

Legal Issues

  1. 1 How should the surplus assets of Aspis Jersey Limited be distributed between different classes of shareholders after payment of all creditors?
  2. 2 Are holders of Preferred Securities entitled to any Liquidation Distribution given the insolvency of T Bank?

Ratio Decidendi

Article 16 of the Articles of Association expressly limits the entitlement of Preferred Securities holders to a Liquidation Distribution to what they would have received in the T Bank liquidation. As T Bank is insolvent and its creditors will not be paid in full, the Preferred Securities holders are entitled to nothing. Therefore, the surplus assets must be distributed to T Bank as the ordinary shareholder.

Court Disposition

application granted

Orders

  • Liquidators to distribute remaining assets of Aspis Jersey Limited (after payment of creditors and winding up costs) to T Bank as sole ordinary shareholder.
  • Costs of the application, including legal costs and Liquidators' remuneration, to be paid out of the company's assets prior to distribution to T Bank.