Hong Kong Regulations

THE RULES OF THE HIGH COURT - ORDER 87

DEBENTURE HOLDERS' ACTIONS: RECEIVER'S REGISTER

(Past version on 30/06/1997).

Adaptation amendments retroactively made - see 25 of 1998 s. 2 1. Receiver's
register (O. 87, r. 1)

Every receiver appointed by the Court in an action to enforce registered
debentures or registered debenture stock shall, if so directed by the  Court,
keep a register of transfers of, and other transmissions of title
to, such debentures or stock (in this Order referred to as "the receiver's
register").

2. Registration of transfers, etc. (O. 87, r. 2)

(1) Where a receiver is required by rule 1 to keep a receiver's register,
then, on the application of any person entitled to any debentures or debenture
stock by virtue of any transfer or other transmission of title, and on
production of such evidence of identity and title as the receiver may
reasonably require, the receiver shall, subject to the following provisions of
this rule, register the transfer or other transmissions of title in that
register.

(2) Before registering a transfer the receiver must, unless the due execution
of the transfer is proved by affidavit, send by post to the registered holder
of the debentures or debenture stock transferred at his registered address a
notice stating-

   (a)  that an application for the registration of the transfer has been
        made, and

   (b)  that the transfer will be registered unless within the period
        specified in the notice the holder informs the receiver that he
        objects to the registration, and no transfer shall be registered until
        the period so specified has elapsed. The period to be specified in the
        notice shall in no case be less than 7 days after a reply from the
        registered holder would in the ordinary course of post reach the
        receiver if the holder had replied to the notice on the day following
        the day when in the ordinary course of post the notice would have been
        delivered at the place to which it was addressed.

(3) On registering a transfer or other transmission of title under this rule
the receiver must indorse a memorandum thereof on the debenture or certificate
of debenture stock, as the case may be, transferred or transmitted, containing
a reference to the action and to the order appointing him receiver.

3. Application for rectification of receiver's register (O. 87, r. 3)

(1) Any person aggrieved by any thing done or omission made by a receiver
under rule 2 may apply to the Court for rectification of the receiver's
register, the application to be made by summons in the action in which the
receiver was appointed.

(2) The summons shall in the first instance be served only on the plaintiff or
other party having the conduct of the action but the Court may direct the
summons or notice of the application to be served on any other person
appearing to be interested.

(3) The Court hearing an application under this rule may decide any question
relating to the title of any person who is party to the application to have
his name entered in or omitted from the receiver's register and generally may
decide any question necessary or expedient to be decided for the rectification
of that register.

4. Receiver's register evidence of transfers, etc. (O. 87, r. 4)

Any entry made in the receiver's register, if verified by an affidavit made by
the receiver or by such other person as the Court may direct, shall in all
proceedings in the action in which the receiver was appointed be evidence of
the transfer or transmission of title to which the entry relates and, in
particular, shall be accepted as evidence thereof for the purpose of any
distribution of assets, notwithstanding that the transfer or transmission has
taken place after the making of a certificate in the  action certifying the
holders of the debentures or debenture stock certificates.

5. Proof of title of holder of bearer debenture, etc. (O. 87, r. 5)

(1) This rule applies in relation to an action to enforce bearer debentures or
to enforce debenture stock in respect of which the company has issued
debenture stock bearer certificates.

(2) Notwithstanding that judgment has been given in the action and that a
certificate has been made therein certifying the holders of such debentures or
certificates as are referred to in paragraph (1), the title of any person
claiming to be such a holder shall (in the absence of notice of any defect in
the title) be sufficiently proved by the production of the debenture or
debenture stock certificate, as the case may be, together with a certificate
of identification signed by the person producing the debenture or certificate
identifying the debenture or certificate produced and certifying the person
(giving his name and address) who is the holder thereof.

(3) Where such a debenture or certificate as is referred to in paragraph (1)
is produced in the Registry, the solicitor of the plaintiff in the action must
cause to be indorsed thereon a notice stating-

   (a)  that the person whose name and address is specified in the notice
        (being the person named as the holder of the debenture or certificate
        in the certificate of identification produced under paragraph

(2)) has been recorded in the Registry as the holder of the debenture or
debenture stock certificate, as the case may be, and

   (b)  that that person will, on producing the debenture or debenture stock
        certificate, as the case may be, be entitled to receive payment of any
        dividend in respect of that debenture or stock unless before payment a
        new holder proves his title in accordance with paragraph (2), and

   (c)  that if a new holder neglects to prove his title as aforesaid he may
        incur additional delay, trouble and expense in obtaining payment.

(4) The solicitor of the plaintiff in the action must preserve any
certificates of identification produced under paragraph (2) and must keep a
record of the debentures and debenture stock certificates so produced and of
the names and addresses of the persons producing them and of the holders
thereof, and, if the Court requires it, must verify the record by affidavit.

6. Requirements in connection with payments (O. 87, r. 6)

(1) Where in an action to enforce any debentures or debenture stock an order
is made for payment in respect of the debentures or stock, the Registrar shall
not make a payment in respect of any such debenture or stock unless either
there is produced to him the certificate for which paragraph (2) provides or
the Court has in the case in question for special reason dispensed with the
need for the certificate and directed payment to be made without it.

(2) For the purpose of obtaining any such payment the debenture or debenture
stock certificate must be produced to the solicitor of the plaintiff in
the action or to such other person as the Court may direct, and that solicitor
or other person must indorse thereon a memorandum of payment and must make and
sign a certificate certifying that the statement set out in the certificate
has been indorsed on the debenture or debenture stock certificate, as the case
may be, and send the certificate to the Registrar. (Enacted 1988)