Cap. 6:07
)t\SOLVENCY
No. 7/2018
the receipt of the offer send a copy thereof, together with his or her report and notice of
the time and the place of the meeting at which the composition will be considered, by
standard notice to every creditor whose name and address are known to the liquidator
or which he or she can reasonably obtain.
(3) If a special meeting is convened to consider a composition the notice in
the Gazette must be published not less than 14 days and not more than 21 days before
the date fixed for the meeting.
(4) If the liquidator is of the opinion that there is no likelihood that creditors
will accept the offer of composition, he or she must inform the debtor by standard
notice that the offer is unacceptable and that he or she does not propose to send a copy
thereof to the creditors.
(5) The debtor may thereupon require the Master to review the liquidator's
decision and the Master may, after having considered the offer and the liquidator's
report, direct the liquidator to submit the offer to the creditors of the estate in the manner
provided for in subsection (2).
(6) If the offer is accepted by a majority in number and two-thirds in value of the
concurrent creditors who have voted on the offer and payment under the composition has
been made or security for such payment has been given as specified in the composition,
the Master must issue a certificate to the debtor to the effect that the composition offer
has been accepted.
(7) An offer of composition is invalid if it contains any condition under which
any creditor would obtain as against another creditor a benefit to which he or she would
not have been entitled if the estate had been distributed in the ordinary manner.
(8) Subject to subsection (7), a condition providing for the discharge of a
provisional liquidation order or the setting aside of a final liquidation order upon the
acceptance of an offer of composition, is not invalid.
(9) If the composition provides for the giving of security, the nature of the
security must be specified fully and if it consists of a surety bond or guarantee, every
surety must be named.
(10) If the offer of composition contained incorrect information which caused
a majority of creditors to vote in favour of its acceptance, or if the debtor or another
person has failed to give effect to any term of the composition or to comply with this
section, the liquidator may, despite the absence of a resolution of creditors authorising
him or her to do so, approach the Court for the cancellation of a composition, the setting
aside of an order providing for the discharge of a first liquidation order or an order
setting aside a final liquidation order, or for other relief.
( ll) An offer of composition which has been accepted is binding upon the debtor
and upon all creditors of the insolvent estate in so far as their claims are not secured or
preferent, but the right of any secured or preferent creditor is not prejudiced thereby
except in so far as he or she has expressly and in writing waived his or her preference.
(12) If the composition is subject to the condition that any property in the
insolvent estate must be restored to the debtor, the acceptance of the composition divests
the liquidator of such property and vests it in the debtor as from the date on which such
property is in terms of the composition to be restored to the debtor.
( 13) A composition does not affect the liability of a surety for the debtor or any
liability regarding transactions that are invalid or liable to be set aside.
( 14) When the estate of a partnership and the estate of a partner in that partnership
are simultaneously under liquidation, the acceptance of an offer of composition by the
separate creditors of the partner does not take effect unti I the expiration of a period
of six weeks as from the date of a standard notice of that acceptance given by the
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