Henderson J
IN THE GRAND
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IN THE MAT-
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AND IN THE
LIMITED
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AND IN THE
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PORTFOLIO
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D COURT OF THE CAYMAN ISLANDS
CAUSE NO.:
REVIEWER OF THE COMPANIES LAW (2007 REVISION)
MATTER OF RYE SELECT BROAD MARKET XL
AND IN THE
PORTFOLIO
SURANCE
31'7.09
46 & 47 OF 2009
0
PORTFOLIO
SURANCE
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15
Coram:
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Appearances:
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Heard on July 2
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The Hon. Mr. Justice Henderson
Marit Hudson of Appley for the Joint Official L
of Rye Select Broad Market Insurance Portfolio
Rye Select Broad Market XL Portfolio Limited (
Also in attendance Mr. James Eldridge of Maple
Fortis Prime Fund Solutions Bank (Feland) Limit-
18'2009
RULING
Liquidators
("DC and
the applicants")
and Calder for
ed
33 1. The appi-
Market
34
LDC. It
35
committe
36
relevant
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Establishment of
(
URULING - D RYE SELECT
Liquidation Committee (O.9, r.l)
cants are Joint Official Liquidators of two funds, the
L Portfolio Limited and Rye Select Broad Market XL
Portfolio Limited by application for directions in relation to the formation
of a liquidation
the Rules"). The
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(1) Unless the Court otherwise directs, a liquidation be established in respect of every company whi
up by the Court.
(3) The liquidation committee shall comprise not to more than five creditors (if the official liquidat-
that the company should be regarded
contributors if the official liquidator has di-
Company should be regarded as solvent).
in the case of a company determined by its offi-
cial liquidator) or
(2) In committee shall
ch is being wound
less than three nor
or has determined
or has not
as insolvent) or
regarded that the
al liquidator to be
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20 Membership of
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...
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25 Proceedings of
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27 4. (
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30 (
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of doubtful solvency, the liquidation committee less three nor more than six members of whom
creditors elected at a meeting of creditors or
whom shall be a contributory elected as
contributors.
Liquidation Committee (O.9, r.2)
A liquidation committee cannot be established by has the minimum number of members required by
Liquidation Committee (O.9, r.4)
the quorum for a meeting of the liquidation com- official liquidator (or his representative) and at le-
creditors, a resolution is passed only when half comprise not
d at least one of
majority shall be
d at least one of
a meeting of
Rule 1.
unless and until it
Rule 2. members.
a majority of the
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37 2. The fund
38 committee
39 that the n
( 40 1 creditor
UNAILING-IN RE BYLaws)
creditor members and a majority of contributory
or represented (either in person or by telephor-
favour of it.
are of doubtful solvency; it is unclear at present whether this should be composed of creditors or contributors but
majority should be creditors in these circumstances. The
and 3 contributors.
members' present
e) have voted in
on the liquidation
at the Rules state
e funds have just
2
1
2 3. The qui-
3 Liquida-
4 the case
5 Commit-
6 it. Or-
7 establish-
8 the form
9 If the pro-
10 the preli-
11 contribu-
12 seems in
13 establish-
14 contributi-
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16 4. The inso-
lution of a Committee which deviates from these mandate-
les are applied literally, I have two choices: I may con-
tinuary views of the JOLs) that the funds are solvent
(pries to the Liquidation Committee; alternatively, I or
Neither alternative is attractive. Both the cri-
dad.
ries wish to sit on a Liquidation Committee and the JOLs
ary requirements.
elude (contrary to
and appoint the 3
ould conclude (as
no committee be
editor and the 3
LS support that,
, the Rules, exist
17 for the R-
18 deserve a
19 commerci-
20 case. T
21 interpreta-
22 ('unless
23 allow the
UARULING IN RE RYSE SELECTED PROTECTION AND ASSISTANCE OF CREDITORS AND DEBTORS
and should receive a purposive interpretation which
in interest of those with a financial stake in the winding-
that can be achieved here by giving a relatively
ation to the opening words of O.9, r.l(1). I consider
the Court otherwise directs') permit the Court in app-
constitution of a Liquidation Committee which fail
15 BROAD MARKET XI PORTFOLIO LIMITED 31/07/0686
tion to the Rules.
I recognize the
up in any given
broad and liberal
that these words
propitate cases to
to meet one or
3
1 more of
2 is neither
3 express
4 appoint
5 there are
6 not stan-
7 dard the mandatory requirements. In a case where a compa-
riser clearly insolvent nor clearly solvent and the creditors
wish to work together, it may well be appropriate
for more than 3 creditors or contributories (as the case may
require) that such a Committee would be beneficial.
Any to be wound up
and contributories
, as it is here, to
committee. Where
lay that should
sittee if the Court
8
9 5. I am so-
10 constitu-
11 The JO-
12 Liquidat-
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I am satisfied that the Liquidation Committees for the time now and should comprise the sole creditor and the
is are at liberty to apply for a direction altering the
on Committees if, in the future, that becomes necessary.
funds should be
3 contributories.
composition of the
.
21 22 Dated: 31st July
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24
UARLING-IN RE RYE SELL
2009 H. Judge of the Grand Court
CT BROAD MARKET X3 PORTFOLIO LIMITED 31/07/06.doc
Anders Henderson