SUB-PART E-COMPROMISE WITH CREDITORS

(1) This section applies to a company, irrespective of whether or not it is financially distressed as defined in section 121 (1)(f), unless it is engaged in corporate rescue proceedings in terms of this Part.

(2) The board of a company, or the liquidator of such a company if it is being liquidated, may propose an arrangement or a compromise of its financial obligations to all of its creditors, or to all of the members of any class of its creditors, by delivering a copy of the proposal, and notice of meeting to consider the proposal, to-
(a) every creditor of the company, or every member of the relevant class of creditors whose name or address is known to, or can reasonably be obtained by, the company; and

(b) the Registrar of Companies.

(3) A proposal contemplated in subsection (2) must contain all information reasonably required to facilitate creditors in deciding whether or not to accept or reject the proposal, and must be divided into three parts, as follows
(a) part A-background, which must include at least –
(i) a complete list of all the material assets of the company, as well as an indication as to which assets are held as security by creditors as of the date of the proposal;
(ii) a complete list of the creditors of the company as of the date of the proposal, as well as an indication as to which creditors would qualify as secured, statutory preferent and concurrent in terms of the laws of insolvency, and an indication of which of the creditors have proved their claims;
(iii) the probable dividend that would be received by creditors, in their specific classes, if the company were to be placed in liquidation;
(iv) a complete list of the holders of the company issued securities, and the effect that the proposal would have on them, if any;
(v) whether the proposal includes a proposal made informally by a creditor of the company.

(b) part B-proposals, which must include at least –
(i) the nature and duration of any proposed debt moratorium;
(ii) the extent to which the company is to be released from the payment of its debts, and the extent to which any debt is proposed to be converted to equity in the company, or another company;
(iii) the treatment of contracts and ongoing role of the company;
(iv) the property of the company that is proposed to be available to pay creditors’ claims;
(v) the order of preference in which the proceeds of property of the company will be applied to pay creditors if the proposal is adopted;
(vi) the benefits of adopting the proposal as opposed to the benefits that would be received by creditors if the company were to be placed in liquidation.

(c) part C-assumptions and conditions, which must include at least –

(i) a statement of the conditions that must be satisfied, if any, for the proposal to come into operation, and be fully implemented;
(ii) the effect, if any, that the plan contemplates on the number of employees, and their terms and conditions of employment;

(iii) a projected balance sheet for the company and statement of income and expenses for the ensuing three years, prepared on the assumption that the proposal is accepted.

(4) The projected balance sheet and statement required by subsection (3)(c) –
(a) must include a notice of any significant assumptions on which the projections are based;

(b) may include alternative projections based on varying assumptions and contingencies.

• According to the Insolvency Act [Chapter 6:07]. PART XXIII: Corporate Rescue