BAILII [Home] [Databases] [World Law] [Multidatabase Search] [Help] [Feedback]

Abu Dhabi Global Market judgments (Court of First Instance)


You are here: BAILII >> Databases >> Abu Dhabi Global Market judgments (Court of First Instance) >> NMC Healthcare Ltd v The Companies Listed in Schedule 1 [2021] ADGMCFI 0001 (10 March 2021)
URL: http://www.bailii.org/ae/cases/ADGMCFI/2021/FI_2021_1.html
Cite as: [2021] ADGMCFI 0001

[New search] [Printable PDF version] [Help]


 

 

 

 


In the name of
His Highness Sheikh Khalifa bin Zayed Al Nahyan
President of the United Arab Emirates/ Ruler of the Emirate of Abu Dhabi

 

 

COURT OF FIRST INSTANCE
COMMERCIAL AND CIVIL DIVISION

 

 

In the matter of the Insolvency Regulations 2015

 

IN THE MATTER OF NMC HEALTHCARE LTD AND THE COMPANIES LISTED IN SCHEDULE 1

 

 

 

NMC HEALTHCARE LTD
AND THE COMPANIES LISTED IN SCHEDULE 1

Applicants / Companies

 

 

 

JUDGMENT OF JUSTICE SIR ANDREW SMITH


 

 

Neutral Citation:

[2021] ADGMCFI 0001

Before:

Justice Sir Andrew Smith

Decision Date:

10 March 2021

Decision:

Application made on behalf of New Medical Trading Limited and NMC Healthcare LTD pursuant to section 95(7) of the Insolvency Regulations 2015 is granted.

Hearing Date(s):

10 March 2021

Date of Orders:

10 March 2021

Catchwords:

Application seeking confirmation of powers of joint administrators; joint administrators’ powers to act on behalf of a company in regard to a sale of shares.

Legislation Cited:

Insolvency Regulations 2015

Case Number:

ADGMCFI-2020-020

Parties and representation:

New Medical Trading Limited and NMC Healthcare LTD and the additional companies also listed in Schedule 1

Applicants/ Companies

Ms Felicity Toube QC and Mr Adam Al Attar

 

JUDGMENT

1.         Last year, by an order made on 27 September 2020 and reissued on 16 October 2020 (“Order”), I appointed Mr Richard Dixon Fleming and Mr Benjamin Thom Cairns to be joint administrators of NMC Healthcare Limited and 35 associated companies, including New Medical Centre Trading Limited.  In relation to the administration of each company, the Order provided that during the period of the administration, the business and property of each company was to be managed by the joint administrators, Mr Fleming and Mr Cairns, and that the joint administrators be at liberty to consent to the exercise by the directors and the officers of the relevant company of any management power, and the Order also provided the joint administrators should have various powers set out in annex 1 to the Order.  

2.         Those powers included these:

a.            at paragraph (2), the power to sell or otherwise dispose of the property of the company in any way including by public auction or private contract, or to sell, hire out or otherwise dispose of the property of the company by public group or private bargain; 

b.            by paragraph (8), the power to use the company's seal; 

c.            by paragraph (9), the power to do or act or to execute in the name and on behalf of the company any deed, receipt or other document including contracts, agreements, sale deeds, share transfers, and other documents.  The Order also expressly stated that the power in that paragraph (9) included the power to represent the companies before all ministries and government departments inside and outside United Arab Emirates such as, among others, the Ministry of Health;

d.            by paragraph (12) of the Order, the power to do such things (including the carrying out of work) as may be necessary for the realisation of the property of the company; and

e.            by paragraph (23), the power to do all other things incidental to the annex 1 powers, including to do anything necessary or expedient for the management of the affairs, business and property of the company.

3.         Mr Fleming and Mr Cairns have made an application. It was made in its original form in their capacity as joint administrators of New Medical Trading Limited, but they are also administrators of NMC Healthcare Limited.  And during the course of the hearing, Ms Felicity Toube QC, who appeared on their behalf, led me to understand that they make the application also in that capacity for technical reasons that I shall come to.

4.         Their application was for an order expressly and specifically stating their power to act on behalf of New Medical Trading Limited in relation to a sale of shares in a company called Cytomed Middle East LLC, to which I shall refer as “Cytomed”.  Again, Ms Toube led me to understand that they seek an order also relating to their powers as administrators of NMC Healthcare Limited with regard to Cytomed shares.

5.         The evidence before me is that the shares in Cytomed are held as to 147 shares - that is to say 49% of the share capital - in the name of New Medical Trading Limited.  The other 153 shares - that is to say 51% of the capital - are held by a Mr Saeed Alqebaisi on terms that oblige him to transfer them on the directions of NMC Healthcare Limited.

6.         Mr Alqebaisi has been given notice, albeit short notice, of the hearing. He has not made representations before me, which is entirely understandable in view of the notice that he was given, and I will refer to the position regarding him later in this short ruling. 

7.         The joint administrators wish to sell the shares in Cytomed. Their reasons for doing so are explained by Mr Cairns in a witness statement of 25 February 2021, and appear to me proper.   I am not asked to express any opinion on the commercial merits of the proposed sale.  I am not in a position to do so and I do not do so. The reason the joint administrators seek an order specifically relating to powers with regard to Cytomed shares is that they believe that it will enable them, or at least assist them, to satisfy various requirements of competent authorities in the United Arab Emirates.  I understand that in particular it will assist with regard to restrictions on dealings with regard to the NMC companies and their assets without the consent of the Attorney-General of Abu Dhabi. Of course, nothing that I say bears upon whether such consent should be forthcoming if and when requests or further requests for consent are made to him. 

8.         Ms Toube and Mr Adam Al Attar, representing the administrators before me, submit that the administrators are merely seeking confirmation of a power they already have as the Cytomed shares are merely part of the assets which they, as joint administrators, control and are free to realise, including by a sale, in order to achieve the purpose of the administration of Trading or the administration of Trading and NMC Healthcare Limited.

9.         I accept that submission. I have power to make the order sought under section 95(7) of the Insolvency Regulations 2015.  I am satisfied in principle that it is proper and in accordance with the purpose of the administrations and my previous order to make an order relating to the powers of Mr Fleming and Mr Cairns in relation to the sale of the Cytomed shares.

10.      I have considered, with the assistance of Ms Toube, the precise wording of the order and I shall request her to present a revised draft order reflecting my exchanges with her about the drafting of the order.  Subject to that and a matter that I shall mention, I shall make the order sought.

11.      The matter that I should mention concerns the position of Mr Alqebaisi.  It has been drawn to my attention that on 2 December 2020 an order was made on the application of Abu Dhabi Commercial Bank PJSC by Mr Justice Bryan in the Commercial Court in London freezing assets of, amongst other persons, Mr Alqebaisi. It appears to me that nothing in the order sought conflicts with that freezing order of Mr Justice Bryan, and that my order need not embarrass Mr Alqebaisi in that regard.

12.      However, as I have said, he had short notice of this hearing, and I understand that he is concerned that he should not be put into a position where his obligations conflict or be embarrassed in that regard.  In those circumstances, I shall expressly give him liberty to apply with regard to my order, and I shall also direct that my order is not to be issued until noon on Sunday, 14 March 2021 - that's noon GST - and that if any application is made before noon by Mr Alqebaisi or by anyone else, that the order should not be issued.  I shall consider such application or representation and the order should not be issued until I have made directions in that regard.

13.      [Later] On reflection, I think rather than give him a specific liberty to apply, I think it's best to leave that aside.  Do not include a liberty to apply.  Rather, I include the direction that my order is not to be issued before noon or such extended period if an application is made by that time.  And I think that suffices.

14.      And if notice of an application is given by noon on Sunday, then the order is not to be issued until determination of that application or further order, and I think that will do.

 

 

Issued by:

Linda Fitz-Alan

Registrar, ADGM Courts
14 March 2021

 

 

 


SCHEDULE 1

THE APPLICANTS/ COMPANIES

 

No.

Applicant

ADGM Registration No.

ADGM Registered Address

 

Al Zahra Pvt. Hospital Company LTD

(formerly known as Al Zahra Pvt.

Hospital Company Limited, with

license no. 16506)

000004237

DD #16 - 109 - 007, 16th Floor, Wework Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, Abu Dhabi, United Arab Emirates

 

Bait Al Shifaa Pharmacy LTD,

including its branch Bait Al Shifaa

Pharmacy LLC Dubai Branch- Jafza,

with commercial license no. 164999

(formerly known as Bait Al Shifaa

Pharmacy (L L C), with license no.

224351)

 

000004236

DD #16 - 109 - 018, 16th Floor, Wework Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab Emirates

 

Eve Fertility Center LTD

(formerly known as Eve Fertility

Center L.L.C, with license no.

539107)

000004206

DD #16 - 109 - 031, 16th Floor, Wework Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab

Emirates

 

Fakih IVF Fertility Center LTD,

including its branches Fakih IVF

Fertility Center LLC - Branch 3, with

license no. CN-1360709-3, and Fakih

IVF Fertility Center LLC - Branch 4

with license no. CN-1360709-4

(formerly known as Fakih IVF

Fertility Center L.L.C., with license

no. CN-1360709)

000004224

DD #16 - 109 - 015, 16th Floor, Wework Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab

Emirates

 

Fakih IVF LTD

(formerly known as Fakih IVF L.L.C,

with license no. 666849)

000004220

DD #16 - 109 - 014, 16th Floor, Wework Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab Emirates

 

Grand Hamad Pharmacy LTD

(formerly known as Grand Hamad

Pharmacy LLC, with license no.

607766)

000004238

DD #16 - 109 - 034, 16th Floor, WeWork Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab Emirates

 

Hamad Pharmacy LTD

(formerly known as Hamad Pharmacy

L.L.C, with license no. 118795)

000004209

DD #16 - 109 - 032, 16th Floor, WeWork Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab Emirates

 

N M C Provita International

Medical Center LTD, including its

branches N M C Provita International

Medical Centre L.L.C. - Branch 1,

with license no. CN-1027356-1,

Provita International Medical Centre

L.L.C. - Branch 2, with license no.

CN-1027356-2, and N M C Provita

International Medical Centre L.L.C. –

Branch 3, with license no. CN-

1027356-3

(formerly known as N M C Provita

International Medical Center L.L.C.,

with license no. CN-1194307)

000004240

DD #16 - 109 - 008, 16th Floor, Wework Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab Emirates

 

N M C Royal Hospital LTD,

including its branches NMC Clinic

(BR of NMC Royal Hospital LLC),

with license no. 814785, NMC

Polyclinic Branch of NMC Hospital

LLC, with license no. 163880, NMC

DIC Clinic and Pharmacy (BR of

NMC Royal Hospital LLC), with

license no. 860025, and NMC

Hospital (BR of NMC Royal LLC),

with license no. 878386

(formerly known as N M C Royal

Hospital L.L.C, with license no.

710432)

000004225

DD #16 - 109 - 006, 16th Floor, Wework Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, Abu Dhabi, United Arab Emirates

 

N M C Royal Hospital LTD

(formerly known as N M C Royal

Hospital L.L.C., with license no. CN-

2015786)

000004245

DD #16 - 109 - 009, 16th Floor, Wework Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab Emirates

 

N M C Royal Medical Centre LTD,

including its branches NMC Royal

Medical Centre LLC - Branch (Shahama), with license no. CN-

2912685, and NMC Royal Medical

Centre LLC –Branch (Karama), with

license no. CN-2895125, and NMC

Royal Medical Centre LLC –Branch 1

(Abu Dhabi), with license no. CN-

2150457-1

(formerly known as N M C Royal

Medical Centre L.L.C., with license

no. CN-2150457)

 

000004197

DD #16 - 109 - 022, 16th Floor, Wework Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab Emirates

 

N M C Specialty Hospital LTD

(formerly known as NMC Specialty

Hospital - LLC, with license no. CN-

1026386)

000004217

DD #16 - 109 - 005, 16th Floor, Wework Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab

Emirates

 

NMC Healthcare LTD

(formerly known as N.M.C Health

Care (L.L.C), with license no.

610400)

000004210

DD #16 - 109 - 001, 16th Floor, Wework Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab

Emirates

 

N.M.C Specialty Hospital LTD

(formerly known as N. M. C Specialty

Hospital (L.L.C), with license no.

562359)

000004241

DD #16 - 109 - 003, 16th Floor, Wework Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab

Emirates

 

New Medical Centre LTD

(formerly known as New Medical

Centre L.L.C, with license no.

127562)

000004214

DD #16 - 109 - 011, 16th Floor, WeWork Hub 71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab

Emirates

 

New Medical Centre LTD, including

trading in Ras Al Khaimah as NMC

Royal Dental Centre under license no.

38678, NMC Royal Medical Centre,

under license no. 21518 and NMC

Royal Pharmacy, under license no.

21669 and its branches New Medical

Centre Ajman LLC-BR, with license

no. 95454 and New Medical Centre

L.L.C - Branch of Abu Dhabi 2, with

license no. CN-1831682

(formerly known as New Medical

Centre L L C, with license no. 25954)

000004216

DD #16 - 109 - 016, 16th Floor, WeWork Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab Emirates

 

New Medical Centre Pharmacy LTD

(formerly known as New Medical

Centre Pharmacy - L.L.C - AlAin –

NMC, with license no. CN-1135313)

000004253

DD #16 - 109 - 019, 16th Floor, Wework Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab

Emirates

 

New Medical Centre Pharmacy LTD, including its branches New Medical Centre Pharmacy/Branch, with license no. 96634, and New Medical Centre Pharmacy LLC NMC Branch 1, with license no. 766270

(formerly known as New Medical

Centre Pharmacy LLC– N.M.C, with

license no. 608411)

000004255

DD #16 - 109 - 026, 16th Floor, Wework Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab Emirates

 

New Medical Centre Specialty Hospital LTD

(formerly known as New Medical

Centre Specialty Hospital LLC, with

license no. CN-1135806)

000004228

DD #16 - 109 - 010, 16th Floor,

Wework Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab

Emirates

 

New Medical Centre Trading LTD,

including its branches New Medical

Centre Trading LLC Branch 1, with

license no. CN-1027356-1, New

Medical Centre Trading LLC Branch

2, with license no. CN-1027356-2,

and New Medical Centre Trading

LLC Branch 3, with license no. CN-

1027356-3

(formerly known as New Medical

Centre Trading L.L.C, with license

no. CN-1027356)

000004218

DD #16 - 118 - 022, 16th Floor,

Wework Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab

Emirates

 

New Pharmacy Company LTD,

including its branches New Pharmacy

Company WLL - Branch 1, with

license no. CN-1029364-1, New

Pharmacy Company WLL - Branch

2, with license no. CN-1029364-2,

New Pharmacy Company WLL –

Branch 4, with license no. CN-

1029364-4, New Pharmacy Company

WLL - Branch 6, with license no.

CN-1029364-6, New Pharmacy

Company WLL - Branch 7, with

license no. CN-1029364-7, New

Pharmacy Company WLL - Branch - (Shahama), with license no. CN-

2936047, New Pharmacy Company

WLL - Branch 9, with license no.

CN-2832792-9,

(formerly known as New Pharmacy

Company W L L, with license no.

CN-1029364)

000004230

DD #16 - 109 - 004, 16th Floor, WeWork Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab Emirates

 

New Sunny Medical Centre LTD

(formerly known as New Sunny

Medical Centre LLC; N.M.C Medical

Center L.L.C Shj. BR 2, with license

no. 556959)

000004202

DD #16 - 109 - 027, 16th Floor, Wework Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab Emirates

 

NMC Holding LTD

(formerly known as NMC Holding

L.L.C., with license no. CN-1210596)

000004211

DD #16 - 109 - 002, 16th Floor, Wework Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab Emirates

 

NMC Royal Family Medical Centre LTD

(formerly known as NMC Royal

Family Medical Centre L.L.C., with

license no. CN-1491505)

000004243

DD #16 - 109 - 035, 16th Floor, Wework Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab

Emirates

 

NMC Royal Women’s Hospital LTD, including its branch Cooper Health Clinic 1 - Dubai Branch, with license no. 689748

(formerly known as NMC Royal

Womens Hospital LL.C., with license

no. CN-1532709)

000004235

DD #16 - 109 - 021, 16th Floor, Wework Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab Emirates

 

NMC Trading LTD, including its

branches NMC Trading LLC Branch-

DXB, with license no. 637024, NMC

Trading LLC (Branch) - DXB, with

license no. 755519, NMC Trading

LLC Branch-Ajman, with license no.

57474, NMC Trading LLC RAK

Branch, with license no. 32957, and

NMC Trading LLC (Branch)-

Fujairah, with license no. 14167.

(formerly known as NMC Trading L

L C, with license no. 207104)

000004233

DD #16 - 118 - 023, 16th Floor, Wework Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab Emirates

 

Reliance Information Technology LTD

(formerly known as Reliance

Information Technology.LLC, with

license no. CN-1031535)

000004234

DD #16 - 109 - 020, 16th Floor, Wework Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab Emirates

 

Sharjah Pharmacy LTD

(formerly known as Sharjah

Pharmacy L.L.C, with license no.

14966)

000004239

DD #16 - 109 - 033, 16th Floor, WeWork71, Al Khatem Tower, Adgm Square, Al Maryah Island,

United Arab Emirates

 

Sunny Al Buhairah Medical Centre LTD

(formerly known as N.M.C

MEDICAL CENTER L.L.C SHJ.BR

and Sunny Al Buhairah Medical

Centre LLC, with license no. 558052)

000004199

DD #16 - 109 - 025, 16th Floor, WeWork Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab Emirates

 

Sunny Al Nahda Medical Centre LTD

(formerly known as N.M.C

MEDICAL CENTER L.L.C SHJ.BR

4 and Sunny Al Nahda Medical

Centre LLC, with license no. 572409)

000004232

DD #16 - 109 - 013, 16th Floor, WeWork Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab Emirates

 

Sunny Dental Centre LTD

(formerly known as N.M.C Dental

Centre L.L.C and Sunny Dental

Centre LLC, with license no. 571311)

000004198

DD #16 - 109 - 023, 16th Floor, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab Emirates

 

Sunny Halwan Speciality Medical Centre LTD

(formerly known as Sunny Halwan

Speciality Medical Centre LLC, with

license no. 747560)

000004204

DD #16 - 109 - 029, 16th Floor, WeWork Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab Emirates

 

Sunny Maysloon Speciality Medical

Centre LTD

(formerly known as Sunny Maysloon

Speciality Medical Centre L.L.C, with

license no. 751420)

000004205

DD #16 - 109 - 030, 16th Floor, Wework Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab Emirates

 

Sunny Medical Centre LTD

(formerly known as N.M.C MEDICAL CENTER L.L.C SHJ.BR

000004231

DD #16 - 109 - 012, 16th Floor, WeWork Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab Emirates

 

Sunny Sharqan Medical Centre LTD

(formerly known as Sunny Sharqan

Medical Centre L.L.C, with license

no. 744404)

000004203

DD #16 - 109 - 028, 16th Floor, Wework Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab Emirates

 

Sunny Specialty Medical Centre LTD

(formerly known as N.M.C

MEDICAL CENTER L.L.C SHJ.BR

3 and SUNNY SPECIALITY

MEDICAL CENTRE LL.C., with

license no. 545893)

000004200

DD #16 - 109 - 024, 16th Floor, WeWork Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, United Arab Emirates

 

 

 


BAILII: Copyright Policy | Disclaimers | Privacy Policy | Feedback | Donate to BAILII
URL: http://www.bailii.org/ae/cases/ADGMCFI/2021/FI_2021_1.html