bowmans...foreword this guide provides an introduction to the three formal processes available to...

GUIDE - LIQUIDATION, BUSINESS RESCUE AND COMPROMISE IN SOUTH AFRICA

BOWMANSBOWMANS

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06 THE LIQUIDATION PROCESS

12 BUSINESS RESCUE PROCEEDINGS

20 COMPROMISES UNDER THE COMPANIES ACT

22 INFORMAL RESTRUCTURING

24 OUR FIRM

25 OUR FOOTPRINT IN AFRICA

26 KEY CONTACTS

Contents

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Guide - Liquidation, Business Rescue and Compromise in South Africa

Foreword

This guide provides an introduction to the three formal processes available to distressed companies in South Africa - liquidation, business rescue and compromises under the Companies Act 71 of 2008 (Companies Act).

It has been prepared by a team of our lawyers

who specialise in these areas of law.

In addition, it is worth noting that informal

restructuring processes are increasingly

common.

We hope you find it useful.

For further information or specific assistance,

please do not hesitate to contact any one of the

key contacts included at the end of this guide.

Juliette de Hutton

Partner

The contents of this guide are for reference only and should

not be considered to be a substitute for detailed legal advice.

It is correct as at October 2019.

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5

BOWMANS

THE LIQUIDATION PROCESS

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The Liquidation Process

Under the current law in South Africa

the winding-up of solvent and insolvent

companies is regulated by different legislation.

The winding-up of solvent companies is

governed by the Companies Act, while

the winding-up of insolvent companies

is governed by the Insolvency Act 24 of

1936 (Insolvency Act) and the Companies

Act 61 of 1973 (Old Companies Act).

This guide deals with the winding-up of

insolvent companies.

Liquidation or winding-up is a relatively

simple process that involves the realisation of

a company’s assets either by way of private

treaty or by way of public auction in order to

pay the costs and expenses incurred in the

winding-up process. Funds remaining after

costs and expenses are paid, are distributed

to creditors in their prescribed order of

preference and according to the creditors’

rights and interests in the company.

The test for placing a company in liquidation,

in short, is that it cannot pay its debts as

they fall due.

A company may be liquidated either

voluntarily, by means of the board of directors

passing a resolution to that effect, or an

application can be made to court either by

the company itself (a shareholders’ resolution

is required) or by a creditor or shareholder

of the company. In most instances a court

application is brought either by the company

or a creditor on the basis that the company is

unable to pay its debts as they fall due. The

application is made on affidavit under oath in

the court having jurisdiction in the area where

the company has its registered address.

The practice differs from division to division

(i.e. in different parts of the country),

but in many instances the practice is that

initially application is made for a provisional

order of winding-up and on the return day,

which is usually some six weeks after the

grant of the provisional order, application

is made for a final order of winding-up.

Prior to the date of the hearing of the

application the applicant must ensure that

a copy of the application for liquidation is

furnished to:

• the company;

• the employees of the company;

• any registered trade union representing

the employees of the company; and

• the South African Revenue Services (SARS).

Proof of having done so must be provided

to the court either before or during the

hearing of the application.

Once a court grants a winding-up order, the

commencement of the winding-up is

backdated to the time that the application

for winding-up was presented to the

court (approximately the date upon

which papers were first filed at court).

Where liquidation commences by way of

resolution, winding-up commences when the

resolution is registered with the Companies

and Intellectual Property Commission (CIPC)

established under the Companies Act.

Once a provisional order of winding-up

is granted, the provisional order must be

delivered by the sheriff of the court to the

same parties referred to above (employees,

trade unions, SARS). In addition, the

court will usually order that a copy of the

provisional order be published in both an

English and Afrikaans newspaper in the area.

The court may also order that a copy of

the order be sent to all known creditors.


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The Master of the High Court (Master)

will appoint provisional liquidators.

The Master appoints liquidators based

on creditor support. A previously

disadvantaged individual is also likely to

be appointed as an additional liquidator.

As soon as possible after the final winding-

up order is granted, the Master will summon

a meeting of creditors in order for creditors

to, inter alia, lodge their claims, and nominate

final liquidators. The first meeting usually

takes place within six to eight weeks of

final liquidation. Notice of the meeting

is published in the Government Gazette.

The Master may oblige the liquidators to

give notice of the meeting to creditors.

Creditors have a further opportunity to prove

claims at a second meeting, which must be

held within three months of the liquidators’

final appointment (which appointment usually

takes place shortly after the first meeting).

Creditors may usually also prove claims at later

special meetings of creditors, if necessary.

Claims are supported by affidavits under oath

and must include all necessary supporting

documentation. Only creditors who submit

claims can benefit from a distribution of funds.

The role of the liquidator is to administer

and wind-down the company’s affairs.

The liquidator must realise (sell) all assets

and distribute the proceeds to creditors

in their order of preference (see Ranking

of creditors in a liquidation below). The

entire process usually takes between six

months and two years, depending on

the complexity of the company and the

number and nature of assets to be realised.

If the liquidators embark on litigation, this

process can extend for a number of years.

Once a company is placed in liquidation it

ceases to trade unless continued trading is

necessary in the best interests of all creditors

(e.g. because the liquidators want to sell the

business as a going concern or because certain

contracts need to be continued with in order

to generate funds for creditors). Continued

trading must be sanctioned either by the

court or by creditors and shareholders.

The liquidators must lodge a first liquidation

and distribution account (account) within

six months of the date of their appointment

as final liquidators. If the assets (if any) have

all been realised and there are no unresolved

issues, it could be a first and final account. If

it is not a final account, the liquidator must

submit an account every six months until the

winding-up process is complete. The liquidator

may apply for extensions of time in appropriate

circumstances. The accounts sets out the details

of all funds received by the liquidator from

the realisation of assets, all expenses incurred

and how the funds are to be distributed.

Once the Master approves an account

(i.e. the Master is satisfied that it appears

correct), he or she will give the liquidators

permission to advertise that the account

will lie open for inspection. It must lie open

for inspection for a period of not less than

14 days. During this period creditors may

inspect the account and lodge objections.

Assuming that there are no objections, the

Master will usually confirm the account within a

few days of the expiry of the advertising period.

The liquidator must give notice of the

confirmation of the account by the

Master in the Government Gazette.

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Once the account is confirmed, the liquidator

will distribute any funds that may be available

for distribution. If a contribution is required by

a creditor (because the assets were insufficient

to cover the basic costs of the liquidation), it

becomes payable.

When the affairs of the company have

been completely wound-up, the Master

transmits a certificate to this effect to

CIPC and a copy to the liquidator.

The CIPC records the dissolution of the

company and publishes a notice to this effect

in the Government Gazette.

Ranking of creditors in a liquidation

There are three distinct types of creditors:

• Secured creditors are creditors holding

security for their claims in the form of a

special mortgage, landlord’s hypothec,

pledge or right of retention. They rank

first and are paid from the proceeds of the

sale of the secured asset. All of the types

of security (other than general notarial

bonds where the mortgagee has not taken

possession of the property subject to the

bond) will, if validly created, constitute the

holder of the security interest as a secured

creditor in relation to the secured asset.

No special priority applies among the

secured creditors, as each secured

creditor has a secured claim in respect

of a particular asset. To the extent that

creditors have security over the same asset,

the creditor granted security earlier in time

usually has a higher-ranking claim in respect

of that asset. Where a secured creditor’s

claim is not satisfied in full, the unpaid

balance is considered a concurrent claim.


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• Preferent creditors are creditors who

do not hold specific security for their

claims, but rank above concurrent

creditors. They are paid from the

proceeds of unencumbered assets in

a predetermined order as set out in

the Insolvency Act. Preferent creditors

include employees’ remuneration (up to

a prescribed amount) and SARS. The

holder of an unperfected general notarial

bond is also a preferent creditor.

• Concurrent creditors are paid from any

proceeds of unencumbered assets that

remain after preferent creditors have been

paid in full. They are paid in proportion

to the amounts owing to them. Any

amount that remains after the payment

of all concurrent claims in full must be

used to satisfy the interest on concurrent

claims from the date of liquidation to

the date of payment, in proportion to

the amount of each concurrent claim.

Unless varied by the Master on good cause,

a tariff in the Insolvency Act prescribes

the liquidator’s remuneration and is based

on a percentage of the amount realised

for different classes of assets, such as

3% for immovable assets (real estate)

and 6% for movable assets or claims.

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BUSINESS RESCUE PROCEEDINGS

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Business Rescue Proceedings

The Companies Act provides for an alternative

mechanism for a distressed company. It

involves placing a company under the

management and control of a business rescue

practitioner (practitioner) and a moratorium

which provides protection from creditors’

claims. The practitioner must then develop

and produce a business rescue plan (plan) to

rescue the company and ensure its continued

existence, alternatively to ensure a better

return for creditors than if the company were

to be immediately placed in liquidation.

Business rescue proceedings are designed

to last for three months from commencement

to termination. However, in practice, various

steps are extended with the consent of

creditors and the process inevitably endures

for anything from six months to two years

or even longer.

The business rescue process provides for:

• the temporary supervision of the

company, and of the management of

its affairs, business and property;

• a temporary moratorium on the rights

of claimants against the company or in

respect of property in its possession; and

• the development and implementation,

if approved, of a plan to rescue the

company by restructuring its affairs,

business, property, debt and other

liabilities and equity.

The aim of business rescue is to restructure

the affairs of a company in a way that

either maximises the likelihood of the

company continuing in existence on a

solvent basis or, if this is not possible,

results in a better return for the creditors

of the company than would ordinarily

result from the liquidation of the company.

If a company goes into business rescue,

a practitioner is appointed to oversee

the company during business rescue.

‘Affected persons’ are the role players in

the business rescue process and constitute

shareholders, creditors, employees and

any registered trade union representing

employees of the company. Affected

persons have extensive rights throughout

the business rescue process.

The test for whether a company should be

placed in business rescue is whether or not the

company is financially distressed. Financially

distressed means that it appears to be

reasonably:

• unlikely that the company will be able to

pay all of its debts as they become due and

payable within the immediately ensuing

six months; or

• likely that the company will become

insolvent within the immediately ensuing

six months (i.e., its liabilities will exceed

its assets).

A company can be placed in business

rescue either:

• when the board of directors of a

company resolves that the company

voluntarily commence business rescue

proceedings and be placed under the

supervision of a practitioner; or

• when an affected person makes an

application to court for an order placing

the company under supervision and

commencing business rescue proceedings

on the basis that the company is financially

distressed and there is a reasonable

prospect of rescuing the company.


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If a company has commenced business

rescue proceedings pursuant to the passing

of a board resolution, the company must:

• publish a notice of the resolution to

all affected persons and appoint a

practitioner within five business days

of filing the resolution with CIPC; and

• file a notice of the appointment of the

practitioner within two business days after

appointing a practitioner, and publish a

notice of appointment of the practitioner

to each affected person within five

business days after the notice is filed.

Any time after the adoption of a business

rescue resolution an affected person may

apply to court for an order setting aside

the resolution on the grounds that:

• there is no reasonable basis for believing

that the company is financially distressed;

• there is no reasonable prospect

for rescuing the company; or

• the company has failed to satisfy the

necessary procedural requirements.

Any time after the adoption of a business

rescue resolution an affected person

may apply to court for an order setting

aside the appointment of the practitioner

on the grounds that the practitioner:

• does not satisfy the requirements

of the Companies Act;

• is not independent of the company

or its management; or

• lacks the necessary skills, having regard

to the company’s circumstances.

Business rescue proceedings begin when

the company:

• files a resolution to place itself

under supervision;

• a person applies to court for an order

placing the company under supervision; or

• a court makes an order placing a company

under supervision during the course of

liquidation proceedings or proceedings

to enforce a security interest.

Once a company commences business rescue

proceedings, the practitioner must investigate

the affairs of the company as soon as possible.

Within 10 days after being appointed, the

practitioner must convene a meeting of the

creditors and a meeting of the employees and

advise the meetings, among other things, as

to the prospects of rescuing the company.

The practitioner must prepare a plan in

consultation with all stakeholders.

The plan must be published within 25 days

after the date on which the practitioner was

appointed. The practitioner must convene

a meeting of the creditors and any other

holders of a voting interest for the purpose

of considering the proposed plan within

10 business days of the publication of the plan.

Business rescue proceedings end when:

• the court sets aside the resolution or

order that began the proceedings or

the court converts business rescue

proceedings into liquidation proceedings;

• the practitioner files a notice of termination

of business rescue proceedings; or

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• a plan has been proposed and rejected

and no affected person has applied to

extend the proceedings in any manner

or a plan has been adopted and the

practitioner subsequently files a notice of

substantial implementation of the plan.

The practitioner has full management and

control of the company. He or she may

delegate certain functions to a director on

the board or to a person who was part of the

pre-existing management of the company. The

practitioner may also remove any person who

formed part of the pre-existing management

of the company or appoint a person as

part of the management of the company.

A practitioner may be removed

from office either:

• by order of the court if an affected

person applies to court to set aside

the appointment of the practitioner

who has been appointed in terms

of a board resolution; or

• on the request of an affected person,

by way of an application to court, or

of the court’s own accord, if the

practitioner (i) is incompetent or fails

to perform his or her duties, (ii) fails to

exercise the proper degree of care in

the performance of his or her functions,

(iii) engages in illegal acts or conduct,

(iv) is no longer satisfies the requirements

for appointment in the Companies Act,

or (v) is incapacitated and unable to

perform the function of his or her office

and is unlikely to regain that capacity

within a reasonable period of time.

The practitioner is entitled to charge the

company for his remuneration and expenses

incurred by him in accordance with the

tariff prescribed in the Companies Act.

He charges on an hourly basis with the

rate depending on his seniority. The tariff

is modest with the highest rate being

ZAR 2 000 per hour. In addition the

practitioner may also conclude an agreement

with the company for further remuneration

under certain circumstances. Such agreement

will only be binding if approved by creditors.

During business rescue proceedings no

legal proceeding, including enforcement

action against the company or in relation

to its property, may be commenced

or proceeded with in any forum. There

are several exceptions, including:

• with the written consent of the practitioner;

• with the leave of the court;

• as set off against any claim made by the

company in any legal proceedings;

• criminal proceedings; and

• proceedings by a regulatory authority

in execution of its duties after written

notification to the practitioner.

During business rescue a guarantee or

suretyship provided by the company in

favour of any other person may not be

enforced except with the leave of the court.


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Effect of Business Rescue on Contracts

The practitioner may, during business rescue

proceedings, and despite any provision

to the contrary in an agreement:

• entirely, partially or conditionally suspend,

for the duration of the business rescue

proceedings, the obligations of the

company that arise under an agreement

to which the company was party at the

commencement of the business rescue

proceedings and would otherwise

become due during the proceedings; or

• apply urgently to a court to entirely,

partially or conditionally cancel on any

terms that are just and reasonable in

the circumstances any obligation of

the company contemplated above.

Any party to an agreement that has been

suspended or cancelled may assert a claim

against the company only for damages.

Post-Commencement Finance

Post-commencement finance (PCF) is finance

provided to the company once business

rescue proceedings have commenced. Any

remuneration, reimbursement for expenses

or other amount of money relating to

employment if it becomes due and payable by

a company to an employee during business

rescue is also considered to be PCF.

Finance provided by a post-commencement

financier may be secured by utilising

any asset of the company to the extent

that it is not already encumbered.

The Business Rescue Plan

The Companies Act provides a framework for

what the plan should look like. Essentially it

must contain sufficient detail to assist affected

persons in deciding whether they wish to accept

or reject the plan. It must include the following:

• background including a list of assets and an

indication as to which assets are secured,

a list of creditors and their ranking in a

liquidation scenario, the probable dividend

should liquidation ensue, a list of the holders

of all of the company’s securities, a copy

of the written agreement concerning the

practitioner’s remuneration and a statement

whether the plan includes a proposal made

informally by a creditor of the company;

• proposals including the nature and duration

of any moratorium, the extent to which the

company is to be released from payment

of debts, the extent to which any debt is

proposed to be converted to equity in the

company or another company, the ongoing

role of the company and the treatment of

any existing agreements, the property of

the company available to pay creditors’

claims, the order of preference in which the

proceeds of the property will be applied

to pay creditors, the benefits of adopting

the plan as opposed to the benefits that

would be received if the company was to be

placed in liquidation and the effects that the

plan will have on the holders of each class

of the company’s issued securities;

• assumptions and conditions including a

statement of the conditions that must

be satisfied for the plan to come into

operation and be fully implemented, the

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effect on employees and their conditions

of employment, the circumstances in

which the plan will end, and a projected

balance sheet for the company as

well as a statement of income and

expenses for the ensuing three years.

The plan will be approved on a preliminary

basis if it is supported by the holders of more

than 75% of the creditors’ voting interests

that were voted and when the votes in

support of the proposed plan included at

least 50% of the independent creditors’

voting interests, if any, that were voted.

If the plan does not alter the rights of the

holders of any class of the company’s

securities, approval on a preliminary basis

constitutes final approval. However if it does

alter them, the holders of the class or classes

whose rights would be affected must vote

on the plan and a majority of the voting

rights exercised must support the plan.

If the plan is adopted, it is binding on the

company, the creditors of the company and

every holder of the companies’ securities

whether or not they were present at the

meeting, voted in favour of the plan or have

proved their claim against the company. Once

a plan is implemented in accordance with its

terms, a creditor loses its rights to enforce the

debt or part of it on the basis that it acceded

to the discharge of the debt. A creditor is

also precluded from enforcing a debt that

arose prior to the business rescue against the

company unless the plan provides otherwise.

If the plan is rejected, the practitioner may

seek a vote of approval to prepare and publish

a revised plan or advise the meeting that

the company will apply to court to set aside

the result of the vote on the grounds that it

was inappropriate. If the practitioner does

not take this action, an affected person may

take such action, failing which the practitioner

must file a notice of the termination of

the business rescue proceedings.

A further option is that any affected person

or combination of affected persons may

make a binding offer to purchase the voting

interests of one or more persons who

opposed the plan, at a value independently

and expertly determined on the request of

the practitioner to be a fair and reasonable

estimate of the return to that person or those

persons if the company were to be liquidated.

Ranking of Claims in Business Rescue

The ranking of claims during business rescue

is the subject of some controversy, but is

generally regarded as being as follows:

• fees and expenses (including legal

and the other professional fees)

of the practitioner incurred during

business rescue proceedings;

• amounts due to employees which

become due and payable after the

commencement of business rescue;

• claims of secured lenders or creditors

before business rescue (although

this is open to some debate);


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• secured claims by post-commencement

financiers, lenders or creditors in the

order in which the claims were incurred;

• unsecured claims by post-

commencement financiers or creditors in

the order in which they were incurred;

• remuneration of employees which

became due and payable before

business rescue commenced; and

• unsecured claims of lenders or

creditors before business rescue.

If business rescue proceedings are

superseded by a liquidation order the

ranking above remains in force except to

the extent of any claim arising out of the

costs of liquidation, i.e. the liquidator’s

fees and expenses will rank in proprietary

to even the practitioner’s fees.

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COMPROMISES UNDER THE COMPANIES ACT

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Compromises Under the Companies Act

The Companies Act provides for a company in

financial distress to commence with business

rescue proceedings in an attempt to rescue

the company. However, the Companies Act

also makes provision for a company to enter

into a formal compromise with its creditors

whether it is financially distressed or not.

Business rescue is a comprehensive procedure

where a practitioner is appointed for the

implementation of a plan to rescue the

company from its financial distress. On the

other hand, a compromise makes provision

for the restructuring of the company’s affairs

without the appointment of a practitioner.

When a company intends to enter into a

compromise with its creditors or a class of

its creditors, the company (i.e. the board)

must provide a detailed proposal, similar

to that of a business rescue plan, to its

creditors together with a notice as to when

the meeting is scheduled for the creditors

of the company to vote on the proposal.

It is possible for a compromise to take place

in respect of a company already in liquidation.

In this event the compromise must be

proposed by the liquidators of the company

and a successful compromise will result in the

company being discharged from liquidation.

A compromise is not possible in the

case of a company already engaged

in business rescue proceedings.

In order for a compromise to be accepted it

must be accepted by a majority in number

of creditors representing at least 75% in

value of the company’s creditors present and

voting at a meeting called for this purpose.

Once approved by creditors the compromise

must also be sanctioned by the court by means

of a court application and the copy of the

relevant court order must be filed with the CIPC.

A receiver appointed in accordance with

the approved proposal usually implements

the compromise and will be remunerated in

accordance with what is set out in the proposal.

A compromise is more streamlined than

business rescue proceedings, but the

company does not have the protection of an

automatic moratorium against legal action

during the period of renegotiation as is the

case with business rescue proceedings.


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BOWMANS

INFORMAL RESTRUCTURING

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Informal Restructuring

In addition to the formal processes described

above, a company can also undergo an informal

restructuring process with the consent of all of its

creditors. This may involve a standstill in respect

of creditor claims and an agreement with all

creditors to restructure or compromise their debt.

The agreement would need to be accepted by all

creditors in order for it to be binding on them.

Again, the company does not have the protection

of an automatic moratorium against legal

action during the period of negotiation as it

is the case with business rescue proceedings.

For this reason an agreed standstill is usually

required while negotiations take place.


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Our Firm

With seven offices in five African countries

and over 400 specialised lawyers, we

draw on our unique knowledge of the business

and socio-political environment to advise

clients on a wide range of legal issues.

Everywhere we work, we offer clients a

service that uniquely blends expertise in the

law, knowledge of the local market and an

understanding of their businesses. Our aim

is to assist them to achieve their objectives

as smoothly and efficiently as possible while

minimising the legal and regulatory risks.

Our clients include corporates, multinationals

and state-owned enterprises across

a range of industry sectors as well as

financial institutions and governments.

Our expertise is frequently recognised by

independent research organisations. We were

ranked first by deal value and second by deal

count in Mergermarket’s 2018 Africa league

tables for legal advisors. We received awards

in five out of six categories at the Dealmakers

East Africa Awards for 2018: top legal adviser

in M&A for both deal flow and value, top legal

adviser in General Corporate Finance for both

transaction flow and value, and advised on the

Deal of the Year. In the Dealmakers South Africa

Awards for 2018, we were placed first for deal

flow in the General Corporate Finance category.

We were named South African Law Firm of the

Year for 2018 in the Chambers Africa Awards for

Excellence. We also received the 2019 awards for

Transportation and Infrastructure Team of the

Year and TMT Team of the Year at the African

Legal Awards hosted by Legal Week and the

Corporate Counsel Association of South Africa.

Bowmans exists to help our clients overcome legal complexity and unlock opportunity in Africa. Our track record of providing specialist legal services, both domestic and cross-border, in the fields of corporate law, banking and finance law and dispute resolution, spans over a century.

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Our Footprint in Africa

Mozambique

Kenya

Tanzania

South Africa

Nigeria

Uganda

Mauritius

Best friends

Bowmans offices

Significant transaction or advisory experience

Alliance firms

Ethiopia

We provide integrated legal services

throughout Africa from seven

offices (Cape Town, Dar es Salaam, Durban,

Johannesburg, Kampala, Moka and Nairobi)

in five countries (Kenya, Mauritius, South Africa,

Tanzania and Uganda).

We work closely with our alliance firm,

Aman Assefa & Associates Law Office, in

Ethiopia, and our best friends in Nigeria and

Mozambique (Udo Udoma & Belo-Osagie and

Taciana Peão Lopes & Advogados Associados,

respectively). We also have strong relationships

with other leading law firms across the

rest of Africa.

We are representatives of Lex Mundi, a global

association with more than 160 independent law

firms in all the major centres across the globe.

This association gives us access to the best

firms in each jurisdiction represented.


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LYNDON NORLEY

Head of Restructuring

Cape Town, South Africa

T: +27 21 480 7905

E: [email protected]

ADAM HARRIS

Partner


T: +27 21 480 7837


JULIETTE DE HUTTON

Partner


T: +27 21 480 7817


Key Contacts

JAMES MCKINNELL

Head of Litigation


T: +27 21 480 7820


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2727



T: +27 21 480 7800


Dar es Salaam, Tanzania

T: +255 76 898 8640


Durban, South Africa

T: +27 31 265 0651


Johannesburg, South Africa

T: +27 11 669 9000


Kampala, Uganda

T: +256 41 425 4540


Moka, Mauritius

T: +230 468 8411


Nairobi, Kenya

T: +254 20 289 9000


Follow us on Twitter:

@Bowmans_Law

www.bowmanslaw.com

Alliance Firm:

Aman Assefa & Associates Law Office, Addis Ababa, Ethiopia

T: +251 1470 2868


https://twitter.com/Bowmans_Law

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