Companies Act 2014

F322[Notice of meeting under section 558T

558U

558U. (1) This section applies where a process adviser calls a meeting under section 558T.

(2) The process adviser shall, at least 7 days before the day appointed for the meeting, give notice in writing in the prescribed form to every person entitled to attend the meeting of the time and place appointed for the meeting.

(3) Notice under this section shall be accompanied by—

(a) the rescue plan prepared under section 558Q,

(b) a statement of the assets and liabilities (including contingent and prospective liabilities) of the eligible company as at the date on which the rescue plan was prepared under that section,

(c) a description of the likely financial outcome of a winding up of the eligible company or of the application of a receivership to that company for each class of members and creditors,

(d) a statement by the process adviser explaining—

(i) the effect of the rescue plan,

(ii) the reasons why it is fair and equitable and not unfairly prejudicial,

(iii) the likely consequences of a failure to approve the rescue plan (including winding up or receivership), and

(iv) where appropriate, the process adviser’s views on the likely outcome for creditors if the eligible company were to be wound up,

(e) information about any changes in the management or direction of the eligible company that are specified in the rescue plan,

(f) a statement outlining any material interests of the directors of the eligible company and the effect of the rescue plan to the extent it is different to like interests of other persons,

(g) information about the procedure for agreeing to, proposing modifications to or objecting to the rescue plan at the meeting,

(h) a general and a special form of proxy (with neither the name nor description of the process adviser or any other person printed or inserted in the body of any such instrument of proxy),

(i) a statement setting out—

(i) the remuneration payable to, and the costs and expenses incurred by, the Chapter 2 process adviser under this Part, and

(ii) the remuneration payable to, and the costs and expenses incurred by, the process adviser appointed in respect of the eligible company by virtue of the passing of a resolution mentioned in section 558E(2) under this Part during the relevant period,

(j) an estimate of the additional remuneration that would be payable to, and the costs and expenses that would be incurred by, the process adviser under this Part if the rescue plan were to be approved pursuant to section 558ZB,

(k) an estimate of the additional remuneration that would be payable to, and the costs and expenses that would be incurred by, the process adviser under this Part if the rescue plan were not to be approved pursuant to section 558ZB, and

(l) such other documents and information as may be prescribed.

(4) The process adviser shall keep records and supporting evidence of the means by which notice is given to persons under this section.

(5) The proceedings at the meeting shall, unless the relevant court otherwise orders, be valid notwithstanding the fact that any member or creditor fails to receive notice of the meeting for any reason, unless the relevant court considers that the member or creditor has been materially prejudiced by that failure.

(6) In this section—

"Chapter 2 process adviser", in relation to an eligible company, means the person who performed the duties imposed on a process adviser by Chapter 2 of this Part in respect of the company;

"relevant period", in relation to a process adviser, appointed in respect of an eligible company by virtue of the passing of a resolution mentioned in section 558E(2), means the period—

(a) beginning with the date of the passing of the resolution, and

(b) ending on the date on which the rescue plan is prepared under section 558Q.

(7) A person who fails to comply with this section shall be guilty of a category 3 offence.]

Annotations:

Amendments:

F322

Inserted (7.12.2021) by Companies (Rescue Process for Small and Micro Companies) Act 2021 (30/2021), s. 3, S.I. No. 673 of 2021.

Editorial Notes:

E89

Power pursuant to subs. (2) exercised (8.12.2021) by Companies Act 2014 (Prescribed Form and Notice) Regulations 2021 (S.I. No. 675 of 2021, in effect as per reg. 1(2).