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, [2021] ADGMCFI 1

[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