Titan Europe 2007-1 (NHP) Limited - Irish Stock Exchange

contains similar wrongful trading provisions. These provisions will often trigger the directors’ decision to ask
the shareholders to consider a special resolution approving a creditors’ winding up.
A creditors’ meeting is required to be held on the same day as the shareholders’ meeting to pass the special
resolution, at which the directors must lay a statement, verified by affidavit, as to the affairs of the company. A
liquidator being an individual with the requisite professional qualifications, is appointed by the creditors’
meeting or, in default, by the shareholders’ meeting.
After the commencement of a creditors’ winding up, the company’s corporate state and capacity shall
continue until final dissolution but it shall cease to carry on its business. The commencement does not of itself
terminate any contracts or agreements entered into by the company (although the liquidator has certain powers
to disclaim onerous contracts and to apply to the Royal Court to set aside extortionate credit transactions,
transactions at an undervalue and preferences). The liquidator stands in the shoes of the directors and will be
responsible for liquidating the assets of the company and for calling for, admitting or rejecting proofs of claims
against the company. The order of priorities of payments of creditors applicable on a creditors’ winding up is
similar to than on a désastre (including the priority in respect of Jersey security interests). There are no
moratorium provisions in the CJL.
The creditors’ winding up and désastre are the principal insolvency procedures available in respect of a
corporate debtor.
Enforcement of judgments of the High Court of Justice, the Court of Appeal or the House of Lords in
England. A final and conclusive judgment under which a sum of money is payable (not being a sum payable in
respect of taxes or other charges of a like nature or in respect of a fine or penalty) obtained in the High Court of
Justice, the Court of Appeal or the House of Lords in England against a Jersey company would be recognised as
a valid judgment by the Jersey courts and would be enforceable in accordance with and subject to the provisions
of the Judgments (Reciprocal Enforcement) (Jersey) Law 1960 (the “JRL”), without a substantive reexamination
of the merits of such judgment. The JRL contains provisions enabling an application to be made to
the Jersey Courts to set aside a judgment registered under the JRL on the following grounds: (a) the judgment is
not a judgment to which the JRL applies; or (b) the High Court of Justice in England had no jurisdiction in the
circumstance of the case: or (c) the judgment debtor, being the defendant in the High Court of Justice in
England, did not receive notice of those proceeding in sufficient time to enable him to defend those proceedings
and did not appear; or (d) the judgment was obtained by fraud; or (e) that the enforcement of the judgment in
Jersey would be contrary to public policy in Jersey; or (f) that the rights under the judgment are not vested in the
person by whom the application for registration was made; or (g) that the matter in dispute in the proceedings in
the High Court of Justice in England had previously to the date of the judgment in the High Court of Justice in
England been the subject of a final and conclusive judgment by a court having jurisdiction in the matter.
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