Notice of Creditors’ Meeting: The Moorhouse Company Ltd (in Administration) RC271940
The Moorhouse Company Ltd (in Administration) RC271940
NOTICE OF CREDITORS’ MEETING
Further to the Friday, July 22, 2022, Interlocutory Administration Order of the Honourable Justice D.E. Osiagor of the Federal High Court of Nigeria, Lagos Division, admitting The Moorhouse Company Limited (In Administration) (the Company) into Administration; and
in compliance with the provisions of Sections 444, 445, 491, 494, 495 of the Companies and Allied Matters Act 2020 and Regulations 3.39 of the Insolvency Regulations 2022; and
following the Notices of Creditors’ Meeting delivered to all Proven Creditors of the Company;
please treat this as public notice that there shall be a hybrid (online + physical) Creditors’ Meeting of the Company on Tuesday, June 13, 2023 and at 10:00 am prompt. The physical venue of the meeting is at The MoorHouse Hotel, 1 Bankole Oki Street, Ikoyi, Lagos State while dial-in details for virtual attendees have been sent to Creditors.
The agenda of the meeting is to consider and pass the following resolution (or with such modification as agreed):
“In view of the failure of the Administrator’s Statement of Proposal on the Administration of The Moorhouse Company Ltd (in Administration) (the Company) dated October 17, 2022 and passed at the Initial Creditor’s Meeting of Thursday, October 20, 2022; a failure of which is essentially owing to the non-performance and or non-cooperation of the Shareholders of the Company;
and in view of the formal offers that have been made to outrightly purchase The Moorhouse Hotel (along with all its appurtenances) located at 1 Bankole Oki Street, Ikoyi, Lagos State, Nigeria and sitting on a land area measuring an estimated 4,437.01 square meters (the Company Property); offers that are sufficient in value to fully resolve the immediate insolvency of the Company with full payment of all Proven Creditors on a 1:1 ratio, and as well pay the statutorily prior Administration Costs in full, and settle the unproven but provisioned taxes;
IT IS HEREBY RESOLVED THAT:
a Creditors Committee, comprised of a representative each of the following Creditors: (i) Providus Bank Ltd; (ii) Asset and Resource Management Co. Ltd; and Accor Afrique SA (all of which Creditors collectively have 95% (ninety-five percent) of the Proven Debts of the Company) BE AND IS HEREBY SET UP with a mandate to, working with the Administrator (or a Replacement Administrator where the current Administrator is replaced) as chairman of the Creditor’s Committee, to:
1. within 14 (fourteen) days from the date of this Resolution and with a view to fully settling all Creditors, the Administration Costs, and returning any excess funds to the Company, REVIEW, APPROVE AND SELL THE COMPANY PROPERTY TO THE BEST OFFER FOR THE PURCHASE OF THE COMPANY PROPERTY; and
2. undertake all processes necessary, including obtaining all relevant Orders from the Honourable Justice D.E. Osiagor of the Federal High Court of Nigeria in Suit No FHC/L/CS/1039/22: Accor Afrique v. The Moorhouse Company Limited, in order to pass valid and incontestable title to the eventual purchaser of the Company Property; and
3. within 5 (five) Business Days of receipt of the purchase price for the Company Property settle the Administration Costs and all Creditors in full (as well as the provision for taxes where proven) and return any excess funds to the Company; and
4. review and pass resolutions for all and any other issues affecting the Administration with a view to facilitate the speedy and effective resolution of the Administration before July 22, 2023.”
CAVEAT:
It has come to my knowledge that lawyers to the majority shareholders of the Company have sent letters to some Creditors, incorrectly informing them that there is a subsisting Order of the Honourable Court restraining the “sale of the Hotel” and urging Creditors not to attend the Creditors Meeting. While THERE IS NO SUCH RESTRAINING ORDER, suffice to restate that the objective of the meeting is for
a revision of the Administrator’s Statement of Proposal of October 17, 2022, and the consequential empowerment of a Creditors’ Committee to undertake necessary processes, including approaching the Honourable Court through the Administrator, for an effective and eventual sale of the Company’s Property. Kindly discountenance the contemptuous actions of the lawyers while I look forward to
receiving you physically and or virtually at the Creditors’ Meeting.
Signed
Bidemi Daniel Olumide
Administrator, The Moorhouse Company Limited (in Administration)
