PART 4
SPECIAL ADMINISTRATION REGIME
Postal administration orders
68 Postal administration orders
(1) In this Part “postal administration order” means an order which—
(a) is made by the court in relation to a company which is a universal
service provider, and
(b) directs that, while the order is in force, the company’s affairs, business
and property are to be managed by a person appointed by the court.
(2) The person appointed in relation to a company for the purposes of a postal
administration order is referred to in this Part as the postal administrator of the
company.
(3) The postal administrator of a company must—
(a) manage the company’s affairs, business and property, and
(b) exercise and perform all the powers and duties conferred or imposed
on the postal administrator of the company,
so as to achieve the objective set out in section 69.
(4) In relation to a postal administration order applying to a foreign company,
references in this section to the company’s affairs, business and property are
references to its UK affairs, business and property.
69 Objective of a postal administration
(1) The objective of a postal administration is to secure—
(a) that a universal postal service is provided in accordance with the
standards set out in the universal postal service order, and
(b) that it becomes unnecessary, by one or both of the following means, for
the postal administration order to remain in force for that purpose.Postal Services Act 2011 (c. 5)
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(2) Those means are—
(a) the rescue as a going concern of the company subject to the order, and
(b) relevant transfers.
(3) A transfer is a “relevant” transfer if it is a transfer as a going concern—
(a) to another company, or
(b) as respects different parts of the undertaking of the company subject to
the order, to two or more different companies,
of so much of that undertaking as it is appropriate to transfer for the purpose
of achieving the objective of the postal administration.
(4) The means by which relevant transfers may be effected include, in particular—
(a) a transfer of the undertaking of the company subject to the order, or of
a part of its undertaking, to a wholly-owned subsidiary of that
company, and
(b) a transfer to a company of securities of a wholly-owned subsidiary to
which there has been a transfer within paragraph (a).
In this subsection “wholly-owned subsidiary” has the meaning given by
section 1159 of the Companies Act 2006.
(5) The objective of a postal administration may be achieved by relevant transfers
to the extent only that—
(a) the rescue as a going concern of the company is not reasonably
practicable or is not reasonably practicable without the transfers,
(b) the rescue of the company as a going concern will not achieve the
objective of the postal administration or will not do so without the
transfers,
(c) the transfers would produce a result for the company’s creditors as a
whole that is better than the result that would be produced without
them, or
(d) the transfers would, without prejudicing the interests of the company’s
creditors as a whole, produce a result for the company’s members as a
whole that is better than the result that would be produced without
them.
70 Applications for postal administration orders
(1) An application for a postal administration order in relation to a company may
be made only—
(a) by the Secretary of State, or
(b) with the consent of the Secretary of State, by OFCOM.
(2) The applicant for a postal administration order in relation to a company must
give notice of the application to—
(a) every person who has appointed an administrative receiver of the
company,
(b) every person who is or may be entitled to appoint an administrative
receiver of the company,
(c) every person who is or may be entitled to make an appointment in
relation to the company under paragraph 14 of Schedule B1 to the 1986
Act (appointment of administrators by holders of floating charges), and
(d) such other persons as may be prescribed by postal administration rules.Postal Services Act 2011 (c. 5)
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(3) The notice must be given as soon as reasonably practicable after the making of
the application.
(4) In this section “administrative receiver” means—
(a) an administrative receiver within the meaning given by section 251 of
the 1986 Act for the purposes of Parts 1 to 7 of that Act, or
(b) a person whose functions in relation to a foreign company are
equivalent to those of an administrative receiver and relate only to its
UK affairs, business and property.
71 Powers of court
(1) On hearing an application for a postal administration order, the court has the
following powers—
(a) it may make the order,
(b) it may dismiss the application,
(c) it may adjourn the hearing conditionally or unconditionally,
(d) it may make an interim order,
(e) it may treat the application as a winding-up petition and make any
order the court could make under section 125 of the 1986 Act (power of
court on hearing winding-up petition), and
(f) it may make any other order which it thinks appropriate.
(2) The court may make a postal administration order in relation to a company
only if it is satisfied—
(a) that the company is unable, or is likely to be unable, to pay its debts, or
(b) that, on a petition by the Secretary of State under section 124A of the
1986 Act, it would be just and equitable (disregarding the objective of
the postal administration) to wind up the company in the public
interest.
(3) The court may not make a postal administration order on the ground set out in
subsection (2)(b) unless the Secretary of State has certified to the court that the
case is one in which the Secretary of State considers (disregarding the objective
of the postal administration) that it would be appropriate to petition under
section 124A of the 1986 Act.
(4) The court has no power to make a postal administration order in relation to a
company which—
(a) is in administration under Schedule B1 to the 1986 Act, or
(b) has gone into liquidation (within the meaning of section 247(2) of the
1986 Act).
(5) A postal administration order comes into force—
(a) at the time appointed by the court, or
(b) if no time is appointed by the court, when the order is made.
(6) An interim order under subsection (1)(d) may, in particular—
(a) restrict the exercise of a power of the company or of its directors, or
(b) make provision conferring a discretion on a person qualified to act as
an insolvency practitioner in relation to the company.
(7) In the case of a foreign company, subsection (6)(a) is to be read as a reference
to restricting the exercise of a power of the company or of its directors—Postal Services Act 2011 (c. 5)
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(a) within the United Kingdom, or
(b) in relation to the company’s UK affairs, business or property.
(8) For the purposes of this section a company is unable to pay its debts if—
(a) it is a company which is deemed to be unable to pay its debts under
section 123 of the 1986 Act, or
(b) it is an unregistered company which is deemed, as a result of any of
sections 222 to 224 of the 1986 Act, to be so unable for the purposes of
section 221 of the 1986 Act, or which would be so deemed if it were an
unregistered company for the purposes of those sections.
72 Postal administrators
(1) The postal administrator of a company—
(a) is an officer of the court, and
(b) in exercising and performing powers and duties in relation to the
company, is the company’s agent.
(2) The management by the postal administrator of a company of any of its affairs,
business or property must be carried out for the purpose of achieving the
objective of the postal administration as quickly and as efficiently as is
reasonably practicable.
(3) The postal administrator of a company must exercise and perform powers and
duties in the way which, so far as it is consistent with the objective of the postal
administration to do so, best protects—
(a) the interests of the company’s creditors as a whole, and
(b) subject to those interests, the interests of the company’s members as a
whole.
(4) A person is not to be the postal administrator of a company unless qualified to
act as an insolvency practitioner in relation to the company.
(5) If the court appoints two or more persons as the postal administrator of a
company, the appointment must set out—
(a) which (if any) of the powers and duties of a postal administrator are to
be exercisable or performed only by the appointees acting jointly,
(b) the circumstances (if any) in which powers and duties of a postal
administrator are to be exercisable, or may be performed, by one of the
appointees, or by particular appointees, acting alone, and
(c) the circumstances (if any) in which things done in relation to one of the
appointees, or in relation to particular appointees, are to be treated as
done in relation to all of them.
73 Conduct of administration, transfer schemes etc
(1) Schedule 10 contains provision applying the provisions of Schedule B1 to the
1986 Act, and certain other enactments, to postal administration orders.
(2) Schedule 11 contains provision for transfer schemes to achieve the objective of
a postal administration.
(3) The power to make rules under section 411 of the 1986 Act is to apply for the
purpose of giving effect to this Part as it applies for the purpose of giving effectPostal Services Act 2011 (c. 5)
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to Parts 1 to 7 of that Act (and, accordingly, as if references in that section to
those Parts included references to this Part).
(4) Section 413(2) of the 1986 Act (duty to consult Insolvency Rules Committee
about rules) is not to apply to rules made under section 411 of the 1986 Act as
a result of this section.
Restrictions on other insolvency procedures
74 Winding-up orders
(1) This section applies if a person oth