Office of Public Sector Information
82.—(1) For the purposes of these Rules, a proxy is an authority given by a person (“the principal”) to another person (“the proxy-holder”) to attend a meeting and speak and vote as his representative.
(2) Proxies are for use at creditors’ or members’ meetings summoned or called by the special PPP administrator under section 14(2)(b) of the 1986 Act or summoned by him pursuant to a direction made by the court under section 17(3)(b) of that Act.
(3) Only one proxy may be given by a person for any one meeting at which he desires to be represented; and it may only be given to one person, being an individual aged 18 years or over. But the principal may specify one or more other such individuals to be proxy-holder in the alternative, in the order in which they are named in the proxy.
(4) Without prejudice to the generality of paragraph (3), a proxy for a particular meeting may be given to whoever is to be the chairman of the meeting, and such chairman cannot decline to be the proxy-holder in relation to that proxy.
(5) A proxy requires the holder to give the principal’s vote on matters arising for determination at the meeting, or to abstain, or to propose, in the principal’s name, a resolution to be voted on by the meeting, either as directed or in accordance with the holder’s own discretion.
83.—(1) When a notice is given of a meeting to be held in PPP administration proceedings and forms of proxy are sent out with the notice, no form so sent out with the notice shall have inserted in it the name or description of any person.
(2) No form of proxy shall be used at any meeting except that which is sent with the notice summoning the meeting, or a substantially similar form.
(3) A form of proxy in Form PPP24 shall be signed by the principal, or by some person authorised by him (either generally or with reference to a particular meeting).
(4) If the form of proxy is signed by a person other than the principal, the nature of the authority of that person shall be stated.
84.—(1) A proxy given for a particular meeting may be used at any adjournment of that meeting.
(2) Where the special PPP administrator holds proxies for use by him as chairman of a meeting, and some other person acts as chairman, that other person may use the proxies of the special PPP administrator as if he were himself proxy-holder.
(3) A proxy-holder may propose any resolution which, if proposed by another, would be a resolution in favour of which by virtue of the proxy he would be entitled to vote.
(4) Where a proxy gives specific directions as to voting, this does not, unless the proxy states otherwise, preclude the proxy-holder from voting at his discretion on resolutions put to the meeting which are not dealt with in the proxy.
85.—(1) Subject to paragraph (2), proxies used for voting at any meeting shall be retained by the chairman of the meeting.
(2) The chairman shall deliver the proxies forthwith after the meeting to the special PPP administrator, where that is someone other than himself.
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.
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.
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.
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.
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.
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.
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.
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.
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.
The Ppp Administration Order Rules 2007