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Tuesday, March 18, 2008 8:49:17 AM
Got this from anthr room-----Ok, I might need a few of you guys to go over this thing with me but what I gather is that they are trying to get the money that is owed them from Iraqs creditors via getting paid back at the 1990 rate of dinar considering it was worth alot more and that was BEFORE the war with Iraq, thanks to Saddam.
The problem is, the dollar has dropped in value since the 90's and so has the dinar. The move here is WITHOUT CBI, WITHOUT PARLIMENT, WITHOUT Maliki, WITHOUT ANY input or desition making of ANYONE in Iraq, to move on the dinar and oil for Chase oh ... uh ... Rafidain oh uh... HSBC bank .... damn I got my banks confused (HSBC is a part owner to RAFIDAIN BANK... betcha didn't know that did ya....?) Basicly... HSBC OWNS CHASE and is a part owner in Rafi Bank...
Remember this From Possible Information regarding Valuation?:
Quote:
4) The Rafidain Bank in London has called for documents by creditors in January - all due in for a meeting on 3/18......
They will be meeting again on 3/20 to finalize. The exchange rate they will be paid off in is Dinar 0.30 to $1.00 US. It is the same rate as the accounts were seized at in 1991. You can find it in the Scheme of Arrangement documentation. The exchange rate is listed in appendix 5 - currency conversion Table.
THATS WHAT THIS IS ABOUT!!! And while my bud might have his dates wrong.. per the Rafi bank website info... its supposed to be held or FINISHED on the 20th. That be a Thursday. One HELL of a Friday huh?
full document
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR
IMMEDIATE ATTENTION
Please read the proposed Scheme, the Explanatory Statement and this document in their
entirety. If you are in any doubt as to any aspect of these proposals or as to the action you
should take, you should consult your solicitor, accountant or other appropriate adviser
without delay.
Further copies of this document can be obtained from PricewaterhouseCoopers LLP at the
address shown on page 2 of this document.
PROPOSALS IN RELATION TO
A SCHEME OF ARRANGEMENT
(under section 425 of the Companies Act 1985 of England and Wales)
between
RAFIDAIN BANK
(an entity incorporated under the laws of the Republic of Iraq and in provisional liquidation)
and
ITS SCHEME CREDITORS
(as defined in the Scheme of Arrangement)
The Scheme Meeting of Scheme Creditors of the Bank to consider and, if thought fit, approve the
proposed scheme of arrangement (in its original or modified form) will be held on 20 March 2008
commencing at 11:00 am (London time) at the offices of Norton Rose LLP, 3 More London
Riverside, London SE1 2AQ, United Kingdom. Notice of the Scheme Meeting is given at Section
2 of this document.
The action to be taken by you is set out on pages 15 to 19 of the Explanatory Statement. Whether
or not Scheme Creditors intend to be present at the Scheme Meeting, they are requested to
complete and return the Voting Form (incorporating the Form of Proxy, where applicable)
enclosed with this document as soon as possible, and by no later than 11:00 am (London time) on
18 March 2008.
Nothing in this document should be relied on for any purpose other than voting on the proposed
Scheme. In particular, reliance should not be placed on this document in connection with dealing
in or trading any debt of the Bank. You should read and consider the warnings contained on page
1 of this document carefully.
A Scheme Creditor will not receive a Distribution in respect of any Claim Form filed after
the Claims Date. See paragraph 4.5.2 on pages 17 and 18 of the Explanatory Statement for
an explanation of the Claims Date.
Further information is available at the Rafidain Scheme website at www.rafidainbank.co.uk
2 January 2008
THIS PAGE IS INTENTIONALLY LEFT BLANK
1
IMPORTANT NOTICE TO ALL SCHEME CREDITORS
This document has been prepared in connection with a proposed scheme of arrangement pursuant to section
425 of the Companies Act 1985 between the Bank and its Scheme Creditors (each as defined in this
document).
The information contained in this document has been prepared by the Provisional Liquidators (as defined in
this document) based upon information available to them. Although the Provisional Liquidators have no reason
to doubt the accuracy of that information, they are unable to warrant or represent that it, or any information
provided by any third party, is accurate or complete. The Provisional Liquidators act at all times as agents of
the Bank and without personal liability.
The statements, opinions and information contained in this document are made, held or given respectively as
at the date of this document unless another time is specified and such statements, opinions and information are
made, held or given solely by or on behalf of the Bank unless expressly attributed to another party. Please note
that circumstances may have changed since the date of this document.
Except where otherwise expressly stated, nothing contained in this document constitutes a warranty or
guarantee of any kind, express or implied, an admission of any fact or liability on the part of the Bank or any
other person in respect of any asset to which it may be entitled or any claim against it. No estimate of the
amount of any claim against the Bank specified in the Voting Form (as defined in this document) returned to the
Provisional Liquidators, or otherwise provided for voting purposes, shall be admissible against the Bank or
shall be taken into account in calculating payments under the Scheme (as defined in this document). Any such
estimate shall only be used for voting purposes at the meeting of Scheme Creditors to consider the Scheme.
The summary of the principal provisions of the Scheme and related matters are subject to the Scheme itself,
and are set out at Section 5 of the Explanatory Statement (as defined in this document). Scheme Creditors are
advised to read in full and consider carefully the text of the Scheme.
No person has been authorised to make any representation, whether oral, written, express or implied,
concerning the Scheme, which is inconsistent with the statements contained within this document.
Consequently, if such representations are made, they should not be relied upon.
Scheme Creditors should not construe the contents of this document as legal, tax, financial or other
professional advice. Each Scheme Creditor should consult its own professional advisers as to the action it
should take.
This document has been prepared for the purpose of reporting to Scheme Creditors on the Scheme. It is
emphasised that any indication relating to potential Distributions (as defined in this document) are broad
estimates based on the information available at the date of this document and cannot be relied upon in giving
guidance as to the actual Distributions to Scheme Creditors or the timing thereof. The information contained
herein has not been provided for the purpose of buying or selling the debt of or claims against the Bank and
cannot be relied upon accordingly.
It is possible that the proposed Scheme may not be approved by the requisite majority of creditors. The
Provisional Liquidators make no representation or warranty and give no undertaking that the proposed Scheme
in the form described in this document or in any other form will be implemented within the proposed timescale
outlined in this document or at all.
Scheme Creditors, when considering the proposed Scheme, should consult their own tax advisers concerning
the tax consequences of the proposed Scheme to determine their own tax position as a result of the Scheme
being implemented in accordance with its terms in the light of their own particular situations. No
representations are made by any person with respect to the tax consequences for any particular holder of a
Scheme Claim.
PLEASE NOTE THAT IF YOU HAVE RECEIVED PAYMENTS PURSUANT TO THE REPUBLIC OF IRAQ
DEBT RECONCILIATION OFFICE PROCESS OR ANY SIMILAR DEBT SETTLEMENT PROCESS IN
RELATION TO ALL OF YOUR ACTUAL AND POTENTIAL SCHEME CLAIMS, WHICH HAVE BEEN
FULLY DISCHARGED, ASSIGNED OR TRANSFERRED BY VIRTUE OF SUCH PROCESS, YOU CAN
IGNORE THIS DOCUMENT.
KEY DATES AND PROVISIONAL TIMETABLE
Record Date (Provisional Liquidators appointed to the Bank)
21 February 1991
Ascertainment Date for voting purposes
31 December 2007
Filing date and time for Voting Form
11:00 am (London time) on
18 March 2008
Scheme Meeting
11:00 am (London time) on
20 March 2008
Estimated dates
English Court hearing to sanction the Scheme
March 2008
Effective Date
March 2008
Claims Date
September 2008
Commencement of payment of Distributions
2009
The estimated dates in this timetable are indicative only and are based on the Provisional
Liquidators’ current best-case expectations and will depend, amongst other things, on the timetable
fixed by the English Court, whether the Scheme Meeting is adjourned and the date upon which the
English Court allocates a hearing for the sanction of the Scheme.
When the estimated dates are finalised, the actual dates will be notified on the Rafidain Scheme
website.
CONTACT DETAILS
PricewaterhouseCoopers LLP
Plumtree Court
London
EC4A 4HT
Contact: Michael Gercke or David Chubb
Telephone: +44 (0) 207 804 0504
Facsimile: +44 (0) 207 212 6800
email: rafidain.bank@uk.pwc.com
Website: www.rafidainbank.co.uk
TABLE OF CONTENTS
Contents Page
IMPORTANT NOTICE TO ALL SCHEME CREDITORS...........................................................................1
KEY DATES AND PROVISIONAL TIMETABLE.......................................................................................2
CONTACT DETAILS.................................................................................................................................2
SECTION 1: EXPLANATORY STATEMENT............................................................................................5
1. KEY DEFINITIONS AND INTERPRETATION...................................................................................7
1.1 Key definitions...........................................................................................................................................7
1.2 Interpretation............................................................................................................................................10
2. INTRODUCTION.............................................................................................................................10
3. HISTORICAL BACKGROUND AND CURRENT POSITION...........................................................10
3.1 Historical background..............................................................................................................................10
3.2 Initial Orders of the English Court.............................................................................................................11
3.3 The position from 2003 to date.................................................................................................................11
3.4 Current position.......................................................................................................................................12
4. INTRODUCTION TO THE SCHEME................................................................................................13
4.1 What is a Scheme and how does it become binding?..............................................................................13
4.2 Why is the Scheme being proposed?.......................................................................................................14
4.3 Why is the Scheme the most appropriate method to distribute funds to the Bank’s creditors?................14
4.4 Who will be affected?...............................................................................................................................14
4.5 Key stages in the Scheme Process and what Scheme Creditors need to do at each stage....................15
4.6 Why have you been sent this document?.................................................................................................19
5. OUTLINE OF THE SCHEME............................................................................................................19
5.1 Who is a Scheme Creditor?......................................................................................................................19
5.2 What is the proposed arrangement between Scheme Creditors and the Bank?......................................19
5.3 What is the procedure for submitting and agreeing Scheme Claims?......................................................19
5.4 How will the proceeds of Scheme Assets be distributed?........................................................................20
5.5 Administration of the Scheme and the management of the Bank.............................................................21
5.6 How will the Scheme terminate?..............................................................................................................22
5.7 General Scheme provisions.....................................................................................................................22
6. FACTORS TO BE CONSIDERED WHEN VOTING ON THE SCHEME.........................................23
APPENDIX 1 - LIST OF DOCUMENTS AVAILABLE FOR INSPECTION.............................................24
APPENDIX 2 - FINANCIAL POSITION AS AT 30 SEPTEMBER 2007..................................................25
APPENDIX 3 - SCHEME VOTING FORMS AND FORMS OF PROXY..................................................26
APPENDIX 4 - SCHEME CLAIM FORM..................................................................................................31
APPENDIX 5 - CURRENCY CONVERSION TABLE..............................................................................34
SECTION 2: NOTICE OF SCHEME MEETING.......................................................................................39
SECTION 3: THE SCHEME OF ARRANGEMENT.................................................................................41
THIS PAGE IS INTENTIONALLY LEFT BLANK
SECTION 1: EXPLANATORY STATEMENT
This Explanatory Statement is issued in compliance with Section 426(2) of the Companies Act 1985
for the purpose of providing Scheme Creditors with sufficient information to make an informed
decision on whether or not to vote in favour of a proposed scheme of arrangement.
SCHEME OF ARRANGEMENT
(under section 425 of the Companies Act 1985 of England and Wales)
between
RAFIDAIN BANK
(an entity incorporated under the laws of Republic of Iraq and in provisional liquidation)
and
ITS SCHEME CREDITORS
(as defined in the Scheme of Arrangement)
THIS PAGE IS INTENTIONALLY LEFT BLANK
1. KEY DEFINITIONS AND INTERPRETATION
1.1 Key Definitions
Certain capitalised words and expressions appear in this Explanatory Statement. Capitalised words
and expressions not defined below shall have the meaning ascribed to those terms in the Scheme.
If there is any inconsistency between the words and expressions defined below and the terms as
used in the Scheme, the Scheme definitions shall prevail. References to clauses are to be
construed as references to clauses of the Scheme.
Adjudication Deposit - the sum of £2,500 plus VAT if applicable to be paid to an Independent
Claims Adjudicator;
Admitted Scheme Claim - the amount of any claim qualifying for a Distribution under the Scheme
by being either (i) admitted in whole or in part by the Scheme Administrators or (ii) determined
wholly or partially in favour of a Scheme Creditor in a final and binding manner by an Independent
Claims Adjudicator;
Ascertainment Date - the date on which claims outstanding at the Record Date and submitted for
voting purposes at the Scheme Meeting remained outstanding, being 31 December 2007;
Bank - Rafidain Bank;
Business Day - any day on which banks are open for general business in London;
Claim Form – the meaning given to such term by paragraph 4.5.2;
Claims Date - the day falling 180 days after the Effective Date or, if that day is not a Business Day,
the next succeeding day which is a Business Day;
Companies Act - the Companies Act 1985 of England and Wales;
DFI - the Development Fund for the Republic of Iraq;
Dispute Notice - a notice submitted by a Scheme Creditor in accordance with clause 9.12 requiring
a Scheme Claim to be referred to an Independent Claims Adjudicator for independent
determination;
Disputed Claim - a Scheme Claim (or alleged Scheme Claim) or any portion of a Scheme Claim in
respect of which the Scheme Administrators issue a Rejection Notice;
Distribution - any distribution to Scheme Creditors pursuant to the Scheme;
Effective Date - the date on which the Scheme becomes effective in accordance with clause 6;
English Court - the High Court of Justice of England and Wales;
English Registrar of Companies - the registrar of companies or other officer performing under the
Companies Act the duty of registration of companies in England and Wales and including a deputy
registrar;
Excluded Liability - Liabilities if and to the extent they are:
(a) Post-Insolvency Costs;
(b) the subject of an effective Security or Trust on or before the Record Date;
(c) the subject of Set-off;
(d) Liabilities due to the Pension Trustees;
(e) Preferential Liabilities; or
(f) Liabilities of the Bank incurred after the Record Date;
Form of Proxy – the meaning given to such term by paragraph 4.5.1;
IDRO Process - the debt restructuring process by the Government of the Republic of Iraq Debt
Reconciliation Office which led to the invitations to tender claims for cash purchase, bonds or cash
purchase and cancellation;
Independent Claims Adjudicator - such independent person (or persons) appointed in
accordance with clause 9.12(b);
Independent Claims Adjudicator Appointment Notice - a notice advising the name and contact
details of a person to be appointed Independent Claims Adjudicator;
Liability - any liability or obligation of a person whether it is present, prospective or contingent,
whether or not it is fixed or undetermined, whether or not it involves the payment of money or
performance of an act or obligation and whether or not such liability has been reduced to court
judgment or arbitral award and whether it arises at common law, in equity or by statute, in England
and Wales or in any other jurisdiction, or in any other manner whatsoever, but such expression does
not include any liability which is barred by statute (subject to clause 46);
Preferential Liabilities - Liabilities of the Bank which would have been preferential debts pursuant
to section 386 and Schedule 6 of the Insolvency Act on the Record Date had an order for the
compulsory liquidation of the Bank been made on the Winding-up Petition;
Provisional Liquidators - the persons from time to time serving as joint provisional liquidators of
the Bank appointed by the English Court, who are currently Michael David Gercke and David
Christian Chubb of PricewaterhouseCoopers LLP, Plumtree Court, London EC4A 4HT, United
Kingdom;
Provisional Liquidators’ Costs:
(a) any remuneration of the Provisional Liquidators fixed by the English Court pursuant to rule
4.30 of the Insolvency Rules;
(b) any remuneration of the Provisional Liquidators fixed pursuant to the terms of the Scheme as
provided by clause 29.8; or
(c) all Liabilities, costs, charges, disbursements and expenses (including, without limitation, any
taxes payable) incurred and approved by the Provisional Liquidators,
plus, in each case, any VAT thereon at the applicable rate in force from time to time;
Provisional Liquidation Creditors’ Committee - the creditors’ committee formed pursuant to a
direction of the Vice-Chancellor dated 13 July 1992 as varied by an order of Mr Justice Lindsay
dated 13 March 2007 and as may be varied by any further order of the English Court;
Rafidain Scheme website - the information displayed via the internet at the URL
http://www.rafidainbank.co.uk;
Record Date - 21 February 1991, being the date on which the Provisional Liquidators were
appointed;
Rejection Notice - the meaning given to such term by clause 9.10;
Relevant Rate of Exchange - the rate of exchange for the relevant currency at the Record Date,
determined as follows:
(a) the rate of exchange for that currency detailed in the currency conversion table in Appendix 5;
or
(b) if no rate of exchange is listed for that currency for the purposes of (a) above, the mid-market
rate of exchange for that currency published by the Financial Times as at the Record Date, or,
if no such rate is published on that date, then the applicable rate so published on the nearest
preceding date; or
(c) if no rate of exchange is listed or published for that currency pursuant to (a) and (b) above as
appropriate, such rate of exchange as may be determined by the Scheme Administrators;
Scheme - the scheme of arrangement in respect of the Bank under section 425 of the Companies
Act in its present form or with or subject to any modification, addition or condition approved or
imposed by the English Court;
Scheme Administrators - Michael David Gercke, Russell Downs and David Christian Chubb in
their capacity as administrators of the Scheme whilst they hold that office and such other person as
may be appointed as Scheme Administrators in accordance with the Scheme;
Scheme Assets - any Property or asset of the Bank whether actual, prospective or contingent as at
the Record Date to which the London branch business of the Bank is entitled as a matter of English
law and which the Provisional Liquidators have taken possession of, collected or realised prior to
the termination of the Scheme in accordance with clause 40 but excluding any Property or assets
held on Trust;
Scheme Claim - any Liability of the Bank (other than an Excluded Liability) the circumstances
giving rise to which occurred before or on the Record Date remaining outstanding at the Effective
Date against the Bank which would be a provable debt in a liquidation had the Bank been the
subject of a compulsory winding-up order in England and Wales made on the Record Date
PROVIDED THAT a person shall not be entitled to (a) claim more than once against the Bank in
respect of what is, in substance, the same Liability or (b) claim against the Bank in respect of a
Liability which, as against that person has been discharged, cancelled, settled, assigned or
transferred pursuant to the IDRO Process or any similar debt settlement process;
Scheme Costs - the Liabilities, costs, charges, expenses, disbursements and remuneration
incurred by the Scheme Administrators in the course of carrying out the Scheme, including, without
limitation, any expenses payable to the Scheme Creditors’ Committee and the remuneration and
costs of an Independent Claims Adjudicator, which are not Provisional Liquidators’ Costs;
Scheme Creditor - a creditor of the Bank in respect of a Scheme Claim;
Scheme Creditors’ Committee - a creditors’ committee established pursuant to clause 25.1 in
accordance with the provisions of clause 25.2;
Scheme Meeting - a meeting of Scheme Creditors pursuant to an order of the English Court to
consider and, if thought appropriate, agree to the Scheme;
Security - any:
(a) cash collateral;
(b) guarantee or other form of assurance, undertaking or credit support; or
(c) security interest over Property of the Bank anywhere in the world,
provided by or containing an obligation of (as appropriate) any third party or the Bank in support of
or to secure (as appropriate) payment of any Liability by the Bank anywhere in the world;
Set-off - any set-off on which a Scheme Creditor may rely under clause 15.1 or the Bank may rely
under clause 15.2;
Sterling or £ - pounds sterling or other currency being the lawful currency of the UK for the time
being;
Trust - the meaning given to such term by clause 14.1;
US Dollar or US$ - US dollars or other currency being the lawful currency of the USA for the time
being; and
Voting Form – the meaning given to such term by paragraph 4.5.1.
1.2 Interpretation
In this Explanatory Statement, unless the context otherwise requires:
(a) references to clauses are to be construed as references to clauses of the Scheme;
(b) headings are included for ease of reference only and shall be ignored in the interpretation of
the Explanatory Statement;
(c) references to paragraphs and Appendices are references to the paragraphs of and
Appendices to this Explanatory Statement;
(d) references to (or to any provision of) the Scheme shall be construed as references to the
Scheme or that provision as in force for the time being and as modified;
(e) words importing the plural shall include the singular and vice versa and the masculine,
feminine or neuter gender shall each include the other genders;
(f) references to “person” include references to an individual, firm, partnership, bank,
corporation, unincorporated body of persons or any state or any state agency; and
(g) save as otherwise provided, references to any enactment or statutory instrument shall be to
such enactment or statutory instrument as amended, modified or re-enacted and in force at
the time.
2. INTRODUCTION
There are essentially three parts to this Explanatory Statement, as follows:
• background information in relation to the Bank and the provisional liquidation, information
about schemes of arrangement generally, a summary of what is proposed by the Scheme and
an explanation why the Provisional Liquidators consider the Scheme is the appropriate method
to distribute funds to the Bank’s creditors (paragraphs 3 to 4.4);
• information for Scheme Creditors regarding the key stages in the execution and
implementation of the Scheme and what Scheme Creditors need to do at each stage
(paragraphs 4.5 to 4.6); and
• a summary of the key commercial terms of the Scheme and the factors to be considered by
Scheme Creditors when deciding whether to vote and, if so, how to vote in relation to the
Scheme (paragraphs 5 and 6).
3. HISTORICAL BACKGROUND AND CURRENT POSITION
3.1 Historical background
The Bank is an entity incorporated in the Republic of Iraq. At the time of the Provisional Liquidators’
appointment (21 February 1991), the business of the Bank’s London branch primarily consisted of
advising, confirming and reimbursing letters of credit issued by the Bank, the Central Bank of Iraq or
Rasheed Bank (another Iraqi commercial bank).
On 2 August 1990 the Republic of Iraq invaded Kuwait, following which international sanctions were
imposed on the Republic of Iraq. On 4 August 1990, a freeze on certain Iraqi assets held in the
United Kingdom was imposed, the effect of which was to freeze the assets of the Bank in the United
Kingdom.
At this time the Bank was the subject of some very substantial claims from a number of creditors.
On 21 February 1991, the Bank of England issued a winding-up petition in respect of the Bank and,
on the same date, the Bank was placed into provisional liquidation and the following individuals from
PricewaterhouseCoopers LLP have served or are serving as Provisional Liquidators. Initially
Jonathan Phillips and Alan Barrett were appointed, with Michael Gercke replacing Alan Barrett on
1 August 2000 and David Chubb replacing Jonathan Phillips on 13 March 2007.
The Provisional Liquidators understand that the Bank is not in liquidation in the Republic of Iraq, its
country of incorporation, or, in any other country, and is continuing to trade outside the jurisdiction of
the English Court under the control of a board of directors based in Baghdad, Republic of Iraq
(“Rafidain Baghdad”).
According to Rafidain Baghdad’s website at www.rafidain-bank.org (in which the Provisional
Liquidators have no involvement nor are they able to vouch for its accuracy), the Bank has 147
branches in the Republic of Iraq, and 9 outside the Republic of Iraq, including the branch in London.
A list of documents relevant to the provisional liquidation and the proposed Scheme, which are
available for inspection by Scheme Creditors, can be found at Appendix 1.
3.2 Initial Orders of the English Court
Following their appointment, the Provisional Liquidators investigated the worldwide assets and
liabilities of the Bank. However, the Provisional Liquidators were advised that their powers were
unlikely to be enforceable in various jurisdictions and/or that it would be difficult and expensive for
them to make any such enquiries in the light of the first Gulf war and the sanctions imposed on the
Republic of Iraq. As a result, the Provisional Liquidators applied to the English Court for directions
and were directed by the order of Mr Justice Mummery of the English Court dated 9 April 1992 to
take no further steps to take possession of, collect or get in property of the Bank outside the
jurisdiction of the English Court. (This order was later varied by the English Court as described
below.)
On 13 July 1992, the Vice-Chancellor of the English Court ordered that a committee of creditors be
formed to assist the Provisional Liquidators in the performance of their functions. The order set out
detailed requirements as to the membership and conduct of the committee. These requirements
were partially amended by an order of Mr Justice Lindsay on 13 March 2007. In accordance with
these orders the Provisional Liquidators formed the Provisional Liquidation Creditors’ Committee
and such committee has been fully consulted on all relevant aspects of the provisional liquidation,
including the planning of the Scheme.
On 7 June 1994, the English Court made an order adjourning the winding up petition. Counsel,
representing the Bank, gave an undertaking that in respect of any action sought to be commenced
after the date of the order, the Bank will treat the running of time for the purposes of limitation
periods as having been suspended on the date of the Provisional Liquidators' appointment (21
February 1991), and as not recommencing until either the date on which the Provisional Liquidators
are discharged from office and/or the date on which a winding up order is made on the winding-up
petition. Accordingly, claims which were not already statute barred as at the Record Date will not be
treated as statute barred for the purposes of the Scheme.
3.3 The position from 2003 to date
In 2003, the Iraqi government was removed from power. This led to the passing of a UN order which
had the effect of requiring parties which controlled assets or funds which were formerly the property
of either specified Iraqi individuals or the former Iraqi government to hand those funds over to the
newly-created DFI. The terms of the legislation implementing the UN order specifically provide an
exclusion where it can be demonstrated that any funds and assets must be dealt with in accordance
with a pre-existing judicial process. This means that the Provisional Liquidators are exempt from
the obligation to remit the assets of the Bank in their custody to the DFI.
On 28 July 2003, Mr Justice Lewison of the English Court ordered that the order of Mr Justice
Mummery of 9 April 1992 (described above) be varied so as to enable the Provisional Liquidators to
seek out claims against the Bank and, where appropriate and practical to do so, collect all the
property and assets of the Bank to which the London branch of the Bank appeared to be entitled.
The Provisional Liquidators are aware of three formal processes which have sought to settle the
claims of creditors of the Republic of Iraq and entities incorporated in the Republic of Iraq:
(a) in 1991, the UN Security Council established the UN Compensation Commission to process
claims and pay compensation for losses resulting directly from, and not incidental to, the
Republic of Iraq’s invasion and occupation of Kuwait;
(b) on 21 November 2004, following the overthrow of the former government, the Republic of
Iraq’s Ministry of Finance concluded negotiations on its sovereign debt with the Paris Club
(an informal group of creditor governments from major industrialised countries); and
(c) on 9 December 2004 the Republic of Iraq’s Ministry of Finance followed this with a debt
reconstruction process carried out by the Republic of Iraq Debt Reconciliation Office (the
IDRO Process).
The three processes have substantially affected the creditor profile of the Bank by reducing the
number and value of potential claims.
Advisers to the Iraqi Ministry of Finance have informed the Provisional Liquidators of the possibility
that the IDRO Process may be reopened. At this stage, nothing is certain and the Provisional
Liquidators give no representations or warranties and give no undertaking that the IDRO Process
may be reopened. However, should the IDRO Process be reopened, the Provisional Liquidators
understand that this would be done on terms that do not affect the rights of Scheme Creditors.
Scheme Creditors will be able:
(a) to participate in the Scheme; and
(b) in the event that a Scheme Creditor also participates in the reopened IDRO Process, and
having had their claim reconciled and agreed in that reopened IDRO Process, decides to
accept the offer by the Republic of Iraq to purchase its Scheme Claim, it would be on terms
that the Scheme Creditor assigns or transfers their Scheme Claim to the Republic of Iraq,
acting through its Ministry of Finance, which would then intend to register the assigned or
transferred Scheme Claim under (and in accordance with) the Scheme.
On 13 March 2007, Mr Justice Lindsay of the English Court granted the Provisional Liquidators
power to develop a scheme of arrangement pursuant to section 425 of the Companies Act.
Whilst the formal admission and agreement of claims can only be undertaken once the Scheme is
agreed, the Provisional Liquidators are, wherever possible, reviewing creditors’ claims, which will
facilitate the formal agreement of claims in the Scheme. As directed in reports to creditors, the
Provisional Liquidators have set up a dedicated email address to allow creditors to send queries or
information directly to them. The email address is rafidain.bank@uk.pwc.com. Additionally, further
information can be found on the Rafidain Scheme website at www.rafidainbank.co.uk.
Since the lifting of UN sanctions, the Provisional Liquidators have continued to pursue and realise
any outstanding or remaining debtors and manage and realise property and investment assets in
preparation for the implementation of the Scheme, which will enable funds to be distributed to
Scheme Creditors.
3.4 Current position
Detailed below is a summary of the assets held by the Provisional Liquidators, and their latest
estimate of liabilities owed by the Bank as at the Record Date and outstanding at 30 September
2007. A more detailed analysis of this position can be found at Appendix 2.
US$’m
Assets
290
Liabilities
(2,157)
Net Deficiency of Funds
(1,867)
Assets as a % of Liabilities
13.44%
The net deficiency in funds of US$1,867 million is after converting assets at the prevailing exchange
rates at 30 September 2007 and liabilities at the exchange rate at the Record Date. It does not
include the future costs and remuneration of the Provisional Liquidators or Scheme Administrators.
Consequently, Scheme Creditors should treat the above as an indication of distribution prospects
with caution.
These figures are subject to change due to:
(a) changes in exchange rates;
(b) new claims being submitted;
(c) claims being cancelled; and
(d) asset values changing.
The receipts and payments of the Provisional Liquidators for the period 21 February 1991 to
30 September 2007 can be summarised as follows:
US$'000s
US$'000s
RECEIPTS
Recoveries from bank Customers
219,183
Dividends and interest
70,009
Rent and property disposals
2,173
Cash held at appointment
476
TOTAL RECEIPTS
291,841
PAYMENTS
Branch overheads and other property costs
14,687
Provisional Liquidators’ remuneration
5,951
Legal and other professional fees
4,560
VAT paid
1,164
TOTAL PAYMENTS
26,362
TOTAL NET RECEIPTS AND CASH HELD
265,479
4. INTRODUCTION TO THE SCHEME
4.1 What is a Scheme and how does it become binding?
A Scheme is a compromise or arrangement provided for by section 425 of the Companies Act
between a company (such as the Bank) and its creditors (or any class of them).
A Scheme becomes legally binding when:
(a) of those Scheme Creditors present and voting in person or by proxy:
(i) a majority in number of Scheme Creditors; and
(ii) not less than three fourths by value of Scheme Claims,
vote in favour of the Scheme at a specially convened meeting held at the direction of the
English Court;
(b) the English Court subsequently makes an order sanctioning the Scheme; and
(c) an office copy of that order is delivered to the English Registrar of Companies for registration.
4.2 Why is the Scheme being proposed?
The Scheme is being proposed as a formal process by which the assets of the Bank held by the
Provisional Liquidators can be distributed to Scheme Creditors with Admitted Scheme Claims.
4.3 Why is the Scheme the most appropriate method to distribute funds to the Bank’s
creditors?
The Provisional Liquidators and their advisers have considered various options for making
distributions of the assets of the Bank, which are held by the Provisional Liquidators, and concluded
that the Scheme is the most appropriate and beneficial method for distribution by the Provisional
Liquidators.
The Provisional Liquidators are of the view that the Scheme is the appropriate exit route for the
Bank from provisional liquidation as it can be tailored to the specific needs of the Bank and Scheme
Creditors, and it should therefore allow a distribution of funds to Scheme Creditors more easily and
earlier than would be likely in any other exit route.
Further, the Provisional Liquidators consider that the Scheme is likely to be the best means of
maximising the return to Scheme Creditors and enabling Scheme Claims to be agreed and
admitted.
The Provisional Liquidators have discussed the various exit options available with the Provisional
Liquidation Creditors’ Committee and on 20 December 2006, the Provisional Liquidation Creditors’
Committee agreed that a scheme should be the most appropriate exit route for the Bank.
Permission to develop a scheme of arrangement was given by the English Court by an order dated
13 March 2007.
The effect of the Scheme will be to introduce a structure to operate in conjunction with the
provisional liquidation, with the Provisional Liquidators continuing to collect in, realise and hold the
Scheme Assets and then make Distributions as the paying agents of the Bank in accordance with
the directions of the Scheme Administrators, following Scheme Claims being agreed and admitted
by the Scheme Administrators or determined by an Independent Claims Adjudicator. The
Provisional Liquidators, following the grant of the requisite power to do so and prior to the
sanctioning of the Scheme, will undertake to be bound by the Scheme to give effect to these
arrangements. It is proposed that the Provisional Liquidators retain possession of the assets and
make the payments due under the Scheme given the terms of the UN order referred to at paragraph
3.3.
4.4 Who will be affected?
The Scheme is an arrangement between the Bank and all of its Scheme Creditors. A Scheme
Creditor is defined in the Scheme itself but, in summary, will be a person who holds a debt owed by
the Bank as at 21 February 1991 (the Record Date) where such debt still remains outstanding at the
date on which the Scheme becomes effective, which would be a provable debt in a liquidation had
the Bank been the subject of a compulsory winding-up order in England and Wales made on the
Record Date (as described in paragraph 4.1) and which, as against that person has not been
discharged, cancelled, settled, assigned or transferred pursuant to the IDRO Process or any similar
debt settlement process.
Scheme Creditors should note that, once effective, the Scheme will bind the Bank and all of its
Scheme Creditors, irrespective of whether or not:
(a) those Scheme Creditors were notified of the Scheme;
(b) whether they voted at the Scheme Meeting; and
(c) if they voted, whether they voted for or against the Scheme.
Creditors whose claims arise from transactions with the Bank occurring after the Record Date are
not Scheme Creditors and, save to the extent that such claims are expenses properly incurred in
connection with the provisional liquidation or Scheme, these claims remain to be dealt with in the
normal course by the Bank. Further, any Preferential Liabilities (of which there are none known),
being claims which would have been preferential had the Bank gone into compulsory liquidation in
England and Wales, and claims of the Pension Trustees, will be excluded from the Scheme and will
be discharged by the Provisional Liquidators, to the extent that such claims are agreed by the
Provisional Liquidators or are otherwise payable by them.
The Scheme will not affect creditors of the Bank to the extent that they are able to pursue claims
against the Bank outside the jurisdiction of the English Court, where such claims are not:
(a) against the Scheme Assets; or
(b) in pursuit of rights which are dealt with in accordance with and for the purposes of the
Scheme.
4.5 Key stages in the Scheme Process and what Scheme Creditors need to do at each
stage
The overview diagram below illustrates each step in the Scheme process and the split between the
responsibilities of the Provisional Liquidators and the Scheme Administrators, and what Scheme
Creditors need to do.
Please view this diagram together with the notes below to assist you in understanding what will be
required of you as a Scheme Creditor.
Sch
SCHEME
ADMINISTRATORS
SCHEME CREDITORS PROVISIONAL
LIQUIDATORS
Stage 1
Submit Voting Form Collect and realise
Scheme Assets
Attend Scheme Meeting in
person or submit a Form of
Proxy
Advertise Scheme
Meeting
Hold Scheme Meeting
Report to Court
Scheme sanctioned
4.5.1 Stage 1 – Receipt of Scheme and voting papers to Scheme becoming effective
If you are a Scheme Creditor you are entitled to attend and vote at the Scheme Meeting. The
Scheme Meeting is being convened at the direction of the English Court for the purpose of
considering and, if thought fit, approving the Scheme. For the purposes of the Scheme Meeting, a
Scheme Creditor will be defined as a creditor with a claim at the Record Date, which remains
outstanding at the Ascertainment Date (being 31 December 2007). Votes will be totalled based on
the amount of each Scheme Claim and therefore, in order to vote, the Scheme Claim amount will
need to be validated by the chairman of the Scheme Meeting for voting purposes.
The amount of a Scheme Claim admitted for voting purposes will:
• not constitute an admission of the existence or amount of any Liability of the Bank;
• not constitute a claim as an Admitted Scheme Claim for the purposes of Distribution
under the Scheme; and
• not bind the Bank, the Scheme Creditor, the Scheme Administrators, the Provisional
Liquidators or an Independent Claims Adjudicator for any other purpose.
Whether more than one Scheme Meeting of the creditors of the Bank is necessary depends upon an
analysis of the relevant legal rights of creditors against the Bank before and after the Scheme.
Creditors can be in the same class for voting purposes if their rights are sufficiently similar for it to be
possible for them to consult together with regard to their common interest. If their rights are
sufficiently dissimilar such that it is impossible for them to consult together with regard to their
common interest, creditors must be placed in different classes for voting purposes. The Scheme
treats all Scheme Claims rateably and on the same basis by determining and valuing all Scheme
Claims at the Record Date. Therefore for the purposes of sections 425(1) and (2) of the Companies
Act, the English Court has ordered a meeting of a single class of creditors, being a meeting of all
Scheme Creditors.
Formal notice of the Scheme Meeting is given in Section 2 of this document. Scheme Creditors may
attend the Scheme Meeting in person (or, if a corporation, by a duly authorised representative) or
may vote by proxy.
Enclosed with this document is a voting form (incorporating a form of proxy (a “Form of Proxy”)), to
be used for voting at the Scheme Meeting (a “Voting Form”) (in the form set out in Appendix 3).
Whether or not Scheme Creditors intend to be present in person at the Scheme Meeting, they are
requested to complete and sign the Voting Form.
Completed Voting Forms should be returned as soon as possible, and in any event so that they are
received by 11:00 am London time on 18 March 2008 by the Provisional Liquidators at
PricewaterhouseCoopers LLP, Plumtree Court, London EC4A 4HT, United Kingdom marked for the
attention of Michael Gercke or David Chubb. Alternatively, Scheme Creditors may send their Voting
Forms by facsimile transmission to facsimile number +44 (0) 207 212 6800 marked for the attention
of Michael Gercke or David Chubb, or by email to rafidain.bank@uk.pwc.com by the same time on
the same date provided that the original Voting Forms are received by the chairman of the Scheme
Meeting prior to the commencement of the Scheme Meeting. Please note that if the originals of
faxed or emailed forms are not received within the time prescribed, they may be excluded.
The chairman of the Scheme Meeting will consider returned Voting Forms in order to determine the
value of each Scheme Creditor’s Scheme Claim, for voting purposes only, at the Scheme Meeting.
The chairman of the Scheme Meeting will have an absolute discretion to admit or reject Scheme
Claims for voting purposes in whole or in part.
The chairman of the Scheme Meeting will determine the amount of any Scheme Claim on the basis
of the information supplied by the Scheme Creditor and any information available (if any) from the
Bank’s books and records or information otherwise available to the Provisional Liquidators.
Scheme Claims will be admitted for voting purposes only on the basis of the chairman of the
Scheme Meeting’s estimate at the Scheme Meeting of the amount of the claim (if any) as at the
Ascertainment Date taking into account the amount of any known Security, Trust, Set-off or
counterclaim.
At the Scheme Meeting, the value of the Scheme Claims of Scheme Creditors whose claims are not
denominated in US Dollars will be converted into US Dollars for the purpose of voting using, as an
exchange rate, the rate of exchange for the relevant currency at the Record Date, determined as
follows:
(a) the rate of exchange for that currency detailed in the currency conversion table in Appendix 5;
or
(b) if no rate of exchange is listed for that currency for the purposes of (a) above, the mid-market
rate of exchange for that currency published by the Financial Times as at the Record Date, or,
if no such rate is published on that date, then the applicable rate so published on the nearest
preceding date; or
(c) if no rate of exchange is listed or published for that currency pursuant to (a) and (b) above as
appropriate, such rate of exchange as may be determined by the Scheme Administrators.
If any Scheme Creditor is uncertain of the amount of their Scheme Claim, they may provide an
estimate along with sufficient and appropriate evidence to support the calculation of that estimate.
Once the Scheme Meeting has been held, the results of the Scheme vote will be reported to the
English Court and provided the Scheme Creditors have voted in favour of the Scheme, the
Provisional Liquidators will seek from the English Court an order sanctioning the Scheme. Once an
office copy of the sanctioning order is delivered to the English Registrar of Companies for
registration, the Scheme will be effective.
4.5.2 Stage 2 – Scheme Effective to Claims Date
Once the Scheme becomes effective, a notice that the Scheme is effective together with a blank
claim form (in the form set out in Appendix 4) (a “Claim Form”) will be sent, as soon as reasonably
practicable, by the Scheme Administrators to all known Scheme Creditors of whom they are aware
at their last known address.
Advertisements calling for Scheme Creditors to complete and return Claim Forms will be placed in
appropriate newspapers and periodicals in relevant jurisdictions (with the intention being to include
advertisements in the United Kingdom and worldwide in The Financial Times, in the Republic of Iraq
in Al-Sabah, in India in the Economic Times and in the USA, in the Wall Street Journal (US and
International)) following the Effective Date. Such advertisements will include a statement specifying
the means by which such persons may obtain a Claim Form and require all Scheme Creditors to
lodge a Claim Form on or before the Claims Date.
Scheme Creditors should note that Claim Forms must be returned to the Scheme Administrators at
PricewaterhouseCoopers LLP, Plumtree Court, London EC4A 4HT, United Kingdom marked for the
attention of Michael Gercke or David Chubb.
IMPORTANT
Scheme Creditors should note that the deadline for completed Claim Forms to be received
by the Scheme Administrators is the Claims Date, which is the day falling 180 days after the
Effective Date or, if that is not a Business Day, the next Business Day. No Scheme Creditor
will have any right after the Claims Date to submit a new or revised Claim Form. If a Claim
Form in respect of a Scheme Claim is not received by the Scheme Administrators on or
before the Claims Date, any claims brought by that Scheme Creditor will not be recognised
in the Scheme for the purposes of any Distribution.
While the Provisional Liquidators recognise that many creditors have already submitted
claims to the Provisional Liquidators there will be a need for these Scheme Creditors to
confirm their Scheme Claims in light of the fact that Scheme Claims are to be calculated at
the Record Date using the prevailing exchange rates and claims to interest calculated up to
and including the Record Date.
Subject to the paragraph immediately below, no Distribution will be made under the Scheme in
respect of interest accruing after the Record Date (any interest to which a Scheme Creditor is
entitled up to and including the Record Date may, however, be claimed). This proposed treatment
of interest on Scheme Claims has been discussed and agreed with the Provisional Liquidation
Creditors’ Committee.
In the unlikely event that the Admitted Scheme Claims have been paid in full then, for the purpose
only of the Scheme, simple interest will become payable on all Admitted Scheme Claims at the rate
of 8% per annum. Any interest payment shall be made rateably on the Admitted Scheme Claims in
respect of periods during which such claims were outstanding since the Record Date and shall be in
lieu of any other entitlement to interest for this period.
4.5.3 Stage 3 – Claims Date to Scheme Claims being agreed and admitted into the Scheme
The Scheme Administrators on behalf of the Bank will seek to agree Scheme Claims under the
Scheme for each Claim Form returned to them as soon as reasonably practicable and with the
intention of doing so within 6 months of the Claims Date (or such longer period as may be necessary
following consultation by the Scheme Administrators with the Scheme Creditors’ Committee).
Agreed Scheme Claims will then become Admitted Scheme Claims. Scheme Creditors should be
prepared to provide any additional information the Scheme Administrators may request as part of
the process of agreeing Scheme Claims, with the onus being on Scheme Creditors to provide
sufficient supporting information to enable the Scheme Administrators to evaluate their claims.
For any Scheme Claim which cannot be agreed between a Scheme Creditor and the Scheme
Administrators, the Scheme Administrators will issue a Rejection Notice. If the Scheme Creditor
wants to appeal against the Rejection Notice, then he can request his Scheme Claim to be
submitted to an Independent Claims Adjudicator. The Scheme adopts an adjudication procedure by
an Independent Claims Adjudicator for dealing with disputed claims since this should be both
quicker and cheaper for both the Disputing Creditor and for Scheme Creditors generally than the
alternative of a court based appeal process.
In these circumstances the Scheme Creditor will be required to send to the Scheme Administrators
a Dispute Notice within 60 days of receiving the Rejection Notice. The Scheme Creditor will
following receipt of the Independent Claims Adjudication Appointment Notice be obliged to pay the
Adjudication Deposit (being the sum of £2,500 plus VAT, if applicable) to the Independent Claims
Adjudicator (subject to any waiver of this requirement in exceptional circumstances by the Scheme
Administrators), and then submit to the Independent Claims Adjudicator and the Scheme
Administrators the Disputing Creditor’s Papers (as defined in the Scheme) in order to assist the
appointed Independent Claims Adjudicator in reaching a decision. The Scheme enables different
Independent Claims Adjudicators to be appointed (after consultation with the Scheme Creditors’
Committee) having regards to the nature of the Disputed Claim.
The Independent Claims Adjudicator will review the information submitted by both the Scheme
Creditor and the Scheme Administrators and will make a final determination in respect of the
Disputed Claim referred to him in accordance with the adjudication procedures set out in the
Scheme. An Independent Claims Adjudicator’s decision will be final and binding on the Scheme
Administrators and the Scheme Creditor (insofar as the law permits, subject to any mathematical or
other manifest error, and provided that the appointed Independent Claims Adjudicator has acted in
good faith and with due care). In order to safeguard the interests of Scheme Creditors as a whole
and be equitable to the Disputing Creditor, the Independent Claim Adjudicator’s Costs shall be paid
by the Disputing Creditor or by the Scheme Administrators in a manner consistent with the decision
on the Scheme Claim of the Independent Claims Adjudicator, or as the appointed Independent
Claims Adjudicator shall otherwise think just and equitable.
At the end of this stage, all Scheme Claims will either have become Admitted Scheme Claims or
have been rejected.
4.5.4 Stage 4 – Admitted Scheme Claims to Scheme Termination
Throughout stages 1 to 3 above, the Provisional Liquidators will continue to collect in, realise and
hold assets for the benefit of the Scheme Creditors as a whole.
It is the intention of the Scheme Administrators that Distributions will be made as quickly as
reasonably practicable after the Scheme Assets have been realised and Scheme Claims have been
agreed. The Scheme will enable the Scheme Administrators to make interim Distributions (if
appropriate), after having set aside a reserve for claims which have been submitted but have not yet
been agreed.
Scheme Claims admitted in US Dollars and Sterling will be paid in these currencies. All Scheme
Claims admitted in currencies other than those above will be converted into US Dollars at the
Relevant Rate of Exchange. Scheme Claims incurred in both Sterling and US Dollars will be
converted into the dominant currency (by value) at the Relevant Rate of Exchange. The timing of
the first Distribution depends on the speed with which Scheme Claims can be agreed and Scheme
Assets realised and converted into cash.
The Scheme will terminate on the date on which the Scheme Administrators give notice to the
Scheme Creditors by posting a notice on the Rafidain Scheme website that the Distribution to
Scheme Creditors of all the Scheme Assets available for Distribution to them in accordance with the
Scheme has been completed and all Scheme Costs have been paid.
4.6 Why have you been sent this document?
You have been sent this document because the Bank's records available to the Provisional
Liquidators indicate that you are or could be a Scheme Creditor. However, receipt of this document
does not necessarily mean that you are a Scheme Creditor or that you will be affected by the
Scheme.
5. OUTLINE OF THE SCHEME
The Scheme is set out at Section 3 of this document. The principal provisions of the Scheme and an
explanation of their effect are summarised in paragraphs 5.1 to 5.7.
In summary, the proposal to Scheme Creditors is that Scheme Creditors accept their rights under
the Scheme in lieu of their entitlements to claim against the Scheme Assets and in lieu of their
entitlements to issue proceedings in England and Wales against the Bank in relation to their
Scheme Claims.
5.1 Who is a Scheme Creditor?
Save in respect of an Excluded Liability, the Scheme applies to all creditors of the Bank as long as
the claim against the Bank arose before or on the Record Date and remains outstanding at the
Effective Date and which would have been provable in a liquidation had the Bank been the subject
of a compulsory winding-up order in England and Wales made on the Record Date.
5.2 What is the proposed arrangement between Scheme Creditors and the Bank?
In exchange for a Distribution under the Scheme, Scheme Creditors agree that they accept such
Distribution in lieu of their entitlement to issue any proceedings against the Bank in England and
Wales and in lieu of their entitlements against the Scheme Assets generally.
5.3 What is the procedure for submitting and agreeing Scheme Claims?
Scheme Creditors are required to submit their Scheme Claims against the Bank no later than the
Claims Date (being 180 days after the Effective Date or if that date is not a Business Day the next
Business Day). Scheme Creditors have a right to enforce any Security or Trust if it was created
before the Record Date and is recognised as applying to the Scheme Assets.
Where a Scheme Creditor and the Scheme Administrators cannot agree the value of a Scheme
Claim, the Scheme Creditor can require the Scheme Claim to be submitted for independent
adjudication by an Independent Claims Adjudicator in accordance with the Scheme to determine his
Scheme Claim against the Bank.
A Scheme Claim will not include amounts of interest accrued after the Record Date. No further
claim for interest can be made by a Scheme Creditor against the Bank other than as described in
paragraph 4.5.2.
A Scheme Creditor who submits a Claim Form after the Claims Date will lose any right to be paid a
Distribution.
Scheme Creditors and the Bank can rely on Set-off operating in the same way as it would if the Bank
had been wound up on the date the Provisional Liquidators were appointed (being 21 February
1991).
By agreement between the Scheme Administrators and any Scheme Creditor with an Admitted
Scheme Claim, an Admitted Scheme Claim may be varied. If the Scheme Administrators wish to
vary an Admitted Scheme Claim and provided it has not been determined by an Independent
Claims Adjudicator they shall give a notice of variation to the Scheme Creditor concerned. Such
Scheme Creditor may if he wishes refer the matter for independent adjudication as set out in the
Scheme.
5.4 How will the proceeds of Scheme Assets be distributed?
The Provisional Liquidators will continue to realise assets and manage the Bank’s affairs, insofar as
they relate to the Scheme Assets. It is intended that they will continue to remain in office to assist
the Scheme Administrators carry out their duties. The Provisional Liquidators’ remuneration and
expenses (plus any VAT thereon at the applicable rate in force from time to time) will continue to be
paid out of the funds held and insofar as the law allows such remuneration will be fixed and drawn
down as agreed by the Scheme Creditors’ Committee or, failing agreement with the Provisional
Liquidators, by an independent person for adjudication.
Scheme Assets will be applied in the following order:
(a) first, in payment of any unpaid Provisional Liquidators’ Costs;
(b) second, in payment of Scheme Costs; and
(c) third, in payment of all Scheme Claims which are Admitted Scheme Claims, with claims
ranking rateably at full amounts without any deduction for other Distributions (being other
distributions under the Scheme) received.
The Provisional Liquidators do not anticipate that the distribution of the proceeds of the Scheme
Assets to the Scheme Creditors will ever, in aggregate, be sufficient to repay the Admitted Scheme
Claims in full. However, to the extent that there is any surplus the provisions described in paragraph
4.5.2 shall apply.
Scheme Claims admitted in US Dollars or Sterling will be paid in these currencies. All Scheme
Claims admitted in currencies other than those above will be converted into US Dollars at the
Relevant Rate of Exchange. Scheme Claims comprising both Sterling and US Dollar amounts will
be converted to the dominant currency (by value) at the Relevant Rate of Exchange.
Distributions will be made as quickly as practicable after the Scheme Assets have been realised and
Scheme Claims have been agreed. The Scheme Administrators will have the power to make
interim Distributions (if appropriate) after having required the Provisional Liquidators to set aside a
reserve for claims which have been submitted but not yet been agreed, if this is applicable.
Distributions will be made either by telegraphic transfer or such other manner as the Scheme
Administrators may determine. The Scheme Administrators shall not be obliged to direct the
Provisional Liquidators to make a payment or transfer in respect of a Distribution if this would breach
the money laundering procedures of PricewaterhouseCoopers LLP or its bankers or where a
licence has not been granted by Her Majesty’s Treasury in the United Kingdom to make such
payment.
5.5 Administration of the Scheme and the management of the Bank
5.5.1 Scheme Administrators
The Scheme provides for the appointment of Scheme Administrators who will be responsible for
supervising the Scheme. However, the day-to-day control of the London branch of the Bank and the
Scheme Assets will be carried out by the Provisional Liquidators.
The main functions of the Scheme Administrators are to determine Scheme Claims and to
determine when and in what amount Distributions are to be paid.
The Scheme Administrators will report to Scheme Creditors on progress with the Scheme, and will
give information, within reason and as required, to the Scheme Creditors’ Committee.
Save in limited circumstances, the Scheme Administrators will also within 10 Business Days of the
Claims Date publish on the Rafidain Scheme website a list of names of the parties who have
submitted a Claim Form.
The first Scheme Administrators are proposed to be:
(a) Michael David Gercke;
(b) Russell Downs; and
(c) David Christian Chubb,
each being either a member or director of PricewaterhouseCoopers LLP.
The Scheme Administrators will be remunerated in respect of the Scheme on the basis of time costs.
This is consistent with normal liquidation procedure and the provisional liquidation of the Bank. The
Scheme Administrators will be entitled to draw remuneration as it is incurred with the Scheme
Creditors’ Committee approving such remuneration or, failing such approval, this being referred to
an independent person for adjudication.
5.5.2 Scheme Creditors’ Committee
The Scheme provides for a Scheme Creditors’ Committee to be appointed. The initial members of
the Scheme Creditors’ Committee shall consist of those persons who are members of the
Provisional Liquidation Creditors’ Committee and who have agreed to act as members of the
Scheme Creditors’ Committee. A majority of the Provisional Liquidation Creditors’ Committee by a
resolution passed on 17 October 2007 resolved that when the Scheme becomes effective they will
serve as members of the Scheme Creditors’ Committee, on the terms of the Scheme.
The purpose of the Scheme Creditors’ Committee is to oversee the implementation of the Scheme
on behalf of the Scheme Creditors and to assist the Scheme Administrators in exercising their
functions and duties.
The key functions and duties of the Scheme Creditors’ Committee are to:
(a) monitor the carrying out of the Scheme and assist the Scheme Administrators in carrying out
their functions;
(b) appoint a person qualified to perform the role of Scheme Administrator and who is a member
or director of PricewaterhouseCoopers LLP, if a Scheme Administrator ceases to hold office;
(c) approve Scheme Administrators’ remuneration, with any disputes referred to an independent
person, whose determination is binding on the Scheme Administrators and the Scheme
Creditors’ Committee;
(d) act in the interests of the whole body of Scheme Creditors;
(e) not act where they have an interest or conflict of interest; and
(f) preserve the confidentiality of information they receive from the Scheme Administrators.
In carrying out their functions, the Scheme Administrators:
(a) must have regard to the Scheme Creditors’ Committee recommendations but are not obliged
to comply with any recommendations; and
(b) shall consult with the Scheme Creditors’ Committee on matters material to the Scheme.
5.5.3 Independent Claims Adjudicator
An Independent Claims Adjudicator will be appointed (if necessary) by the Scheme Administrators
as soon as practicable after receipt from a Scheme Creditor of a Dispute Notice following the
rejection of his Scheme Claim, after consultation with the Scheme Creditors’ Committee, having
regard to the nature of the Disputed Claim. The appointed Independent Claims Adjudicator (with
the Scheme enabling more than one to be appointed) will within 60 days of his appointment (or such
longer period as the Scheme Administrators for good cause allow), conclusively determine the
amount of the Admitted Scheme Claim (if any) referred to him for independent adjudication. An
Independent Claims Adjudicator will be an individual who is duly qualified, in the reasonable opinion
of the Scheme Administrators, to discharge the functions and powers of an Independent Claims
Adjudicator, as applicable, under the Scheme with the appropriate expertise having regard to the
nature of the Disputed Claim.
5.6 How will the Scheme terminate?
The Scheme will terminate on the date on which the Scheme Administrators give notice to the
Scheme Creditors by posting a notice on the Rafidain Scheme website that the Final Distribution to
Scheme Creditors of all the Scheme Assets available for Distribution to them in accordance with the
Scheme has been completed and all the Scheme Costs have been paid.
The powers, duties and responsibilities under the Scheme of the Scheme Administrators, any
Independent Claims Adjudicator, the Scheme Creditors’ Committee and the Provisional Liquidators
shall cease upon the termination of the Scheme subject to the preservation of certain residual rights.
Once the Scheme terminates, the Provisional Liquidators will likely apply to the English Court to
vacate office and thereafter seek their release from liability in relation to the provisional liquidation of
the Bank.
5.7 General Scheme provisions
The Scheme contains a “stay of proceedings” provision which prohibits Scheme Creditors from
taking any action to enforce Scheme Claims against the Bank other than in accordance with the
Scheme. This stay shall survive the termination of the Scheme or the dismissal of the Winding-up
Petition (as defined in the Scheme). The Scheme Administrators will be entitled to treat their
estimate of the value of any advantage gained by a Scheme Creditor through breach of this
prohibition as a payment on account of Distribution payments otherwise due or becoming due to the
Scheme Creditor concerned.
The Scheme provides for indemnities in favour of the Scheme Administrators and Employees (as
defined in the Scheme), the Provisional Liquidators, an Independent Claims Adjudicator and the
Scheme Creditors’ Committee in certain circumstances and a release of liability by each Scheme
Creditor and the Bank in favour of the Provisional Liquidators, their Employees and advisers in
relation to the preparation, negotiation and implementation of the Scheme and matters in relation to
the provisional liquidation up to the Effective Date.
Meetings of Scheme Creditors will be convened by the Scheme Administrators at any time and for
such purposes as the Scheme Administrators think fit or when required by a resolution of the
Scheme Creditors’ Committee. Under the Scheme, the Scheme Administrators shall produce an
annual report to Scheme Creditors detailing progress made in the conduct of the Scheme (which
may be combined with any report prepared by the Provisional Liquidators in relation to the
provisional liquidation, where appropriate). These reports will be made available on the Rafidain
Scheme website and upon request.
The Provisional Liquidators may consent to any Scheme modifications recommended by the
English Court.
The Scheme Administrators may apply to the English Court for a modification to the Scheme after
consulting with the Scheme Creditors’ Committee.
The Scheme will be governed by the laws of England and Wales.
6. FACTORS TO BE CONSIDERED WHEN VOTING ON THE SCHEME
At present, the alternatives available in England and Wales to the Scheme include:
(a) recommending to the English Court that the provisional liquidation be terminated and the
Bank be placed into compulsory liquidation and the Scheme Assets be distributed by an
English liquidator on a stand-alone basis;
(b) seeking an order of the English Court to remit the Scheme Assets to the DFI; and
(c) adoption of an alternative scheme of arrangement.
The Provisional Liquidators recommend the proposed Scheme as the best way to maximise the
return to Scheme Creditors having regard to the apparent alternatives. The Provisional Liquidators
do not favour putting the Bank into compulsory liquidation in England and Wales (thereby ending the
provisional liquidation) since they do not regard this as a better procedure for agreeing claims and
making Distributions. Furthermore, such a liquidation could be opposed by Rafidain Baghdad since
one of the key advantages of the Scheme over other options is that it will enable the Scheme Assets
to be distributed without, as Rafidain Baghdad may consider, impacting on the ongoing business
and status of the Bank in other jurisdictions.
The Provisional Liquidators therefore recommend that Scheme Creditors vote in favour of the
Scheme and by a resolution passed on 9 November 2007 the Provisional Liquidation Creditors’
Committee resolved that the Scheme, which has been developed in consultation with them, has the
support of the Scheme Creditors’ Committee and that those members of the Scheme Creditors’
Committee who voted on the resolution intend, where able, to vote in favour of the Scheme.
APPENDIX 1 - LIST OF DOCUMENTS AVAILABLE FOR INSPECTION
The information/documents below or copies of them will be available for inspection on reasonable
notice by Scheme Creditors (until the close of the Scheme Meeting), on request, from the
Provisional Liquidators at the address detailed at page 2 of this document during ordinary business
hours on any Business Day:
(1) orders of the English Court in relation to the Bank from appointing the Provisional Liquidators
on 21 February 1991 to obtaining the order of the English Court dated 18 December 2007
directing the convening of the Scheme Meeting;
(2) copies of all reports sent to creditors since 21 February 1991 updating them on progress of
the provisional liquidation;
(3) letters of consent to act in relation to the Scheme from each of:
(a) Michael David Gercke;
(b) Russell Downs;
(c) David Christian Chubb; and
(4) the Practice Statement letter dated 8 October 2007.
Copies of these documents can also be downloaded from the Rafidain Scheme website at
www.rafidainbank.co.uk.
APPENDIX 2 - FINANCIAL POSITION AS AT 30 SEPTEMBER 2007
SUMMARY OF ASSETS HELD BY AND LIABILITIES NOTIFIED TO THE PROVISIONAL
LIQUIDATORS AS AT 30 SEPTEMBER 2007
The figures herein contained should be read in conjunction with the accompanying notes
Note
US$’m
Assets
1
Cash
265
Other Assets
25
290
Liabilities
2
Bank Liabilities
3
(909)
Letters of Credit
3
(598)
Republic of Iraq Assignment
4
(228)
London Branch Provisions
5
(422)
(2,157)
Net Deficiency of Funds
(1,867)
Notes
1. Assets
This balance represents the total assets comprising cash held by the Provisional Liquidators on
deposit, and other assets (principally property) under the control of the Provisional Liquidators,
as stated at the latest available valuation. The assets have been converted into US Dollars
using exchange rates at 30 September 2007.
2. Liabilities
Liabilities have been converted into US Dollars using exchange rates at 21 February 1991 (the
Record Date).
3. Bank Liabilities and Letters of Credit claims
These balances represent the total of UK and foreign bank liabilities and Letters of Credit, taking
into account balances recorded in the books of the Bank’s London branch on 21 February 1991;
plus claims received from creditors since 21 February 1991; less balances where the
Provisional Liquidators have confirmed no claim exists; less claims which have been cancelled
through the IDRO Process or any other debt settlement process.
Please note that claims have not been formally agreed with creditors.
4. Republic of Iraq Assignment
This balance is the amount notified to the Provisional Liquidators by the Republic of Iraq,
through its Ministry of Finance, in respect of assignment to it of some claims settled through the
IDRO Process.
5. London Branch Provisions
These are provisions carried in the balance sheet of the Bank’s London branch at 21 February
1991. No actual claims have been received at present in respect of these amounts but to be
prudent the Provisional Liquidators have retained the provisions in “Liabilities” above.
APPENDIX 3 - SCHEME VOTING FORMS AND FORMS OF PROXY
Notes for the completion of Voting Forms and Forms of Proxy
These forms should be completed by you if you believe you are a Scheme Creditor of the Bank. If
you need assistance in completing these forms, please contact the Provisional Liquidators at
PricewaterhouseCoopers LLP, using the contact details on page 2 of this document.
Completed Voting Forms and, if appropriate, Forms of Proxy should be returned as soon as
possible, and in any event so that they are received by 11:00 am (London time) on 18 March 2008
by the Provisional Liquidators at PricewaterhouseCoopers LLP, Plumtree Court, London EC4A 4HT,
United Kingdom marked for the attention of Michael Gercke or David Chubb. Alternatively, by
facsimile transmission to facsimile number +44 (0) 207 212 6800 marked for the attention of Michael
Gercke or David Chubb or by email to rafidain.bank@uk.pwc.com by the same time on the same
date provided that the original forms are received by the chairman of the Scheme Meeting prior to
the commencement of the Scheme Meeting. Please note that if originals of faxed or emailed forms
are not received within the time prescribed, they may be excluded.
Both the Voting Form and the Form of Proxy can be downloaded from the Rafidain Scheme website
at www.rafidainbank.co.uk. Scheme Creditors may complete the Voting Forms and Forms of Proxy
using downloaded templates.
Any Scheme Claim(s) entered on the Voting Form(s) will be used for voting purposes only and not
for the purpose of determining the existence of Admitted Scheme Claims. The amount admitted for
voting purposes shall not constitute an admission of the existence or amount of any Liability of the
Bank.
If you do not wish to attend the meeting, you may appoint the chairman of the Scheme Meeting or
some other person as your proxy. If you appoint a person other than the chairman of the Scheme
Meeting as your proxy in order to represent you, that person must attend in person at the Scheme
Meeting.
It is particularly important that you sign the reverse of the Form of Proxy. If you wish to vote for the
Scheme, sign in the box marked “FOR THE SCHEME”. If you wish to vote against the Scheme,
sign in the box marked “AGAINST THE SCHEME”. If you wish to give your proxy holder discretion
to vote for or against (or abstain) at the Scheme Meeting you should mark the box “AT
DISCRETION”. If you appoint the chairman as your proxy and give him discretion to vote as he
thinks fit, he will vote in favour of the Scheme (with or without modification).
VOTING FORM
(TO BE USED AT THE MEETING OF SCHEME CREDITORS)
IN THE HIGH COURT OF JUSTICE
CHANCERY DIVISION
COMPANIES COURT
CASE NO. 8577 OF 2007
1.
Name of Creditor:
........................................................
2.
Address for further correspondence:
........................................................
........................................................
........................................................
........................................................
........................................................
3.
UK Limited Company Registration Number of Creditor
(if applicable):
........................................................
4.
Total amount of Creditor’s claim which is outstanding at
31 December 2007:
(include any VAT (if applicable) as at 21 February 1991,
Please give details of the amount of interest (if any)
included, up to and including 21 February 1991
(but excluding any interest after 21 February 1991).
Please state the currency in which the claim is
denominated.
5.
Details of how and when the debt was incurred together
with supporting documentation:
Particulars of any right of set-off claimed. Please state
both the currency in which the claim is denominated and
the amount.
........................................................
........................................................
........................................................
........................................................
........................................................
........................................................
........................................................
8.
Signature of Creditor or person authorised to act
on behalf of the Creditor:
Name in BLOCK CAPITALS:
Position:
........................................................
........................................................
........................................................
NB - Voting Forms will be used for voting purposes only at the Scheme Meeting. Scheme Claims
for voting purposes at the Scheme Meeting must be lodged so they are received by 11:00 am
(London time) on 18 March 2008 by the Provisional Liquidators at PricewaterhouseCoopers LLP,
Plumtree Court, London EC4A 4HT, United Kingdom marked for the attention of Michael Gercke
or David Chubb, by facsimile transmission to facsimile number +44 (0) 207 212 6800 marked for
the attention of Michael Gercke or David Chubb or by email to rafidain.bank@uk.pwc.com by the
same time on the same date provided that the original forms are received by the chairman of the
Scheme Meeting prior to the commencement of the Scheme Meeting. Please note that if originals
of faxed or emailed forms are not received within the time prescribed, they may be excluded.
RAFIDAIN BANK (IN PROVISIONAL LIQUIDATION)
FORM OF PROXY
(TO BE USED AT THE MEETING OF SCHEME CREDITORS)
IN THE HIGH COURT OF JUSTICE
CHANCERY DIVISION
COMPANIES COURT
CASE NO. 8577 OF 2007
In the matter of Rafidain Bank (in provisional liquidation) and its Scheme Creditors (as defined in the Scheme) and in the matter of the
Companies Act 1985 in England and Wales.
This Form of Proxy is to be used at the Scheme Meeting to be held at the offices of Norton Rose LLP at 3 More London Riverside, London SE1 2AQ, United
Kingdom on 20 March 2008 at 11:00 am (London time), the time mentioned in the notice summoning the Scheme Meeting.
I/We …………………………………………………………………………………………………………………………………………………………………….………..
(enter the name of the Scheme Creditor – see note (1) to this Form of Proxy)
of …………………………………………………………………………………………………………………………………………………………………………..……..
(enter the address of the Scheme Creditor – see note (1) to this Form of Proxy)
Contact Name: ………………………………………………………………………………………………………….
Position/Capacity: …………………………………………………………………………………….……………………
(see note (2) to this Form of Proxy)
email: …………………………………………………………………………………………………………...
Facsimile number: ………….……………………………………………………………………………………………….
Telephone number: ………………………………. ………………………………………………………………………….
Being a Scheme Creditor of the Bank in the aggregate sum of:
Currency
Amount *
* This amount must be the amount outstanding at 21 February 1991
excluding interest accrued after that date.
(see note (3) to this Form of Proxy)
HEREBY APPOINT the chairman of the Scheme Meeting or ……………………………………………………………………………………………………………..…
(see note (4) to this Form of Proxy)
as my/our proxy to act for me/us at the Scheme Meeting for the purposes of considering and, if thought fit, approving (with or without modification) the Scheme
of Arrangement referred to in the notice summoning the Scheme Meeting, and at such Scheme Meeting, or any adjournment thereof, to vote for me/us and in
my/our name(s) for the Scheme or against the Scheme or at his discretion (either with or without modification as my/our Proxy may approve) as indicated on this
form (see note (5) of this Form of Proxy).
FOR THE SCHEME
(with or without modification)
AGAINST THE SCHEME
(with or without modification)
AT DISCRETION
(with or without modification)
Signature:
Date:
Signature:
Date:
Signature:
Date:
FORM OF PROXY
INSTRUCTIONS FOR COMPLETION OF THE FORM OF PROXY
Please note that the terms contained within these instructions and the Form of Proxy bear the same meanings as given to them in the Scheme.
1. Enter the name and address of the Scheme Creditor in BLOCK CAPITALS. If you are the duly authorised agent and/or attorney of a Scheme Creditor or a
number of Scheme Creditors, complete a separate Form of Proxy in respect of each Scheme Creditor (photocopying the form as many times as necessary)
and provide evidence (which must be satisfactory to the chairman of the Scheme Meeting) of your authority to execute the Form of Proxy on each Scheme
Creditor’s behalf. Please note that each Scheme Creditor which is a company within a group of companies must complete a separate Form of Proxy, as a
group submission is not permissible.
2. If you are the duly authorised representative of a corporation or a partnership or other unincorporated body of persons, or the duly authorised agent and/or
attorney of a Scheme Creditor or a number of Scheme Creditors, enter your name in BLOCK CAPITALS and the capacity in which you have signed the
Form of Proxy (for example director, partner or agent and/or attorney). If you are the duly authorised representative of a number of Scheme Creditors, a
separate Form of Proxy (photocopying the form as many times as necessary) should be completed in respect of each Scheme Creditor.
3. Enter the estimated total amount of the claim(s). If you have claims in separate currencies, please enter the total amount of such claims in each currency on
a separate line. At the Scheme Meeting, the value of the Scheme Claims of Scheme Creditors whose Scheme Claims are not denominated in US Dollars
will be converted into US Dollars for the purpose of voting using, as an exchange rate, the rate of exchange for the relevant currency at the Record Date,
determined as follows:
(a) the rate of exchange for that currency detailed in the currency conversion table in Appendix 5; or
(b) if no rate of exchange is listed for that currency for the purposes of (a) above, the mid-market rate of exchange for that currency published by
The Financial Times as at the Record Date, or, if no such rate is published on that date, then the applicable rate so published on the nearest
preceding date; or
(c) if no rate of exchange is listed or published for that currency pursuant to (a) and (b) above as appropriate, such rate of exchange as may be
determined by the Scheme Administrators.
4. If you wish to appoint a person other than the chairman of the Scheme Meeting as your proxy, delete the words “the chairman of the Scheme Meeting” and
enter the name of the person to be appointed. The person to be appointed as your proxy need not be a Scheme Creditor. If you appoint a person other than
the chairman of the Scheme Meeting as your proxy, that person must attend the Scheme Meeting in order to vote on your behalf.
5. If you wish to instruct your proxy to vote for the Scheme, please sign the box marked “FOR THE SCHEME”. If you wish to instruct your proxy to vote against
the Scheme, please sign the box marked “AGAINST THE SCHEME”. If you wish to leave your vote(s) to the discretion of your proxy, please sign the box
marked “AT DISCRETION”. If you appoint the chairman of the Scheme Meeting as your proxy and give him discretion to vote as he thinks fit, he will vote in
favour of the Scheme (with or without modification).
APPENDIX 4 - SCHEME CLAIM FORM
This Claim Form should be completed if you are a Scheme Creditor of the Bank once the Scheme has
been sanctioned. If you need assistance in completing this form, please contact
PricewaterhouseCoopers LLP at Plumtree Court, London EC4A 4HT, United Kingdom (email:
rafidain.bank@uk.pwc.com). Completed Claim Forms must be returned on or before the day falling
180 days after the Effective Date or, if that day is not a Business Day, the next succeeding day which
is a Business Day (the “Claims Date”).
Creditors have a right to enforce a Security or Trust if it was created on or before the Record Date and
is recognised as applying to Scheme Assets.
If the Scheme Administrators disallow a Scheme Claim, in whole or in part, a Scheme Creditor may
request that his Scheme Claim be dealt with by an adjudication procedure in accordance with the
Scheme to determine his Scheme Claim against the Bank.
A Scheme Claim will not include amounts of interest accrued after the Record Date. No further claim
for interest can be made by a Scheme Creditor against the Bank whether pursuant to the Scheme or
otherwise unless interest is payable due to all Admitted Scheme Claims having been paid in full.
Scheme Creditors and the Bank can rely on Set-off working in the same way as it would if the winding
up of the Bank had commenced on 21 February 1991, being the date the Provisional Liquidators were
appointed.
RAFIDAIN BANK (IN PROVISIONAL LIQUIDATION)
CLAIM FORM
IN THE HIGH COURT OF JUSTICE
CHANCERY DIVISION
COMPANIES COURT
CASE NO. 8577 OF 2007
1.
Name of Creditor:
..................................................................................
2.
Address for further correspondence:
.................................................................................
.................................................................................
.................................................................................
.................................................................................
.................................................................................
.................................................................................
3.
UK Limited Company Registration Number of Creditor (if applicable):
.................................................................................
4.
Total amount of Creditor’s claim at 21 February 1991 which is outstanding at the Effective Date:
(NOTE 1)
(include any VAT (if applicable) and interest (if applicable) up to 21 February 1991)
(excluding interest after 21 February 1991)
(state the currency in which the claim is denominated):
5.
What goods and services were provided:
.................................................................................
.................................................................................
.................................................................................
.................................................................................
6.
Summary of any attached documents by reference to which the claim can be substantiated:
.................................................................................
.................................................................................
.................................................................................
.................................................................................
.................................................................................
7.
Particulars of how and when the debt was incurred together with supporting documentation:
For Letter of credit claims, please provide:
- Letter of credit number
- Name and address of issuing Bank
- Name and address of confirming/advising Bank
- Date documents presented
- Date documents accepted
For inter-Bank loans, please provide:
- Bank statements evidencing loans
- Loan documentation
- Details of interest accrued and outstanding prior to the Record Date (21 February 1991)
For other claims against the Bank, please provide copies of invoices or any other documentation
which supports the claim being submitted.
.................................................................................
.................................................................................
.................................................................................
.................................................................................
.................................................................................
.................................................................................
.................................................................................
.................................................................................
.................................................................................
.................................................................................
.................................................................................
.................................................................................
.................................................................................
.................................................................................
.................................................................................
.................................................................................
8.
Signature of Creditor or person authorised to act on behalf of the Creditor:
Name in BLOCK CAPITALS:
Position:
.................................................................................
.................................................................................
.................................................................................
NB - Claim Forms must be submitted to PricewaterhouseCoopers LLP at Plumtree Court, London EC4A 4HT, United Kingdom marked for the
attention of Michael Gercke or David Chubb on or before the Claims Date (as defined in the Scheme), by facsimile transmission to facsimile number
+44 (0) 207 212 6800 marked for the attention of Michael Gercke or David Chubb or by email to rafidain.bank@uk.pwc.com by the same time on the
same date provided that the original forms are received by the above contacts by the Claims Date. Please note that if originals of faxed or emailed
Claim Forms are not received within the time prescribed, they will be excluded.
NOTE 1 - If your claim is after set-off against amounts owed by you to the Bank, please provide details of the set-off
APPENDIX 5 - CURRENCY CONVERSION TABLE
US Dollar Scheme Exchange Rates as at 21 February 1991 for the purposes of Distributing Scheme
Assets to Scheme Creditors with Admitted Scheme Claims
The problem is, the dollar has dropped in value since the 90's and so has the dinar. The move here is WITHOUT CBI, WITHOUT PARLIMENT, WITHOUT Maliki, WITHOUT ANY input or desition making of ANYONE in Iraq, to move on the dinar and oil for Chase oh ... uh ... Rafidain oh uh... HSBC bank .... damn I got my banks confused (HSBC is a part owner to RAFIDAIN BANK... betcha didn't know that did ya....?) Basicly... HSBC OWNS CHASE and is a part owner in Rafi Bank...
Remember this From Possible Information regarding Valuation?:
Quote:
4) The Rafidain Bank in London has called for documents by creditors in January - all due in for a meeting on 3/18......
They will be meeting again on 3/20 to finalize. The exchange rate they will be paid off in is Dinar 0.30 to $1.00 US. It is the same rate as the accounts were seized at in 1991. You can find it in the Scheme of Arrangement documentation. The exchange rate is listed in appendix 5 - currency conversion Table.
THATS WHAT THIS IS ABOUT!!! And while my bud might have his dates wrong.. per the Rafi bank website info... its supposed to be held or FINISHED on the 20th. That be a Thursday. One HELL of a Friday huh?
full document
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR
IMMEDIATE ATTENTION
Please read the proposed Scheme, the Explanatory Statement and this document in their
entirety. If you are in any doubt as to any aspect of these proposals or as to the action you
should take, you should consult your solicitor, accountant or other appropriate adviser
without delay.
Further copies of this document can be obtained from PricewaterhouseCoopers LLP at the
address shown on page 2 of this document.
PROPOSALS IN RELATION TO
A SCHEME OF ARRANGEMENT
(under section 425 of the Companies Act 1985 of England and Wales)
between
RAFIDAIN BANK
(an entity incorporated under the laws of the Republic of Iraq and in provisional liquidation)
and
ITS SCHEME CREDITORS
(as defined in the Scheme of Arrangement)
The Scheme Meeting of Scheme Creditors of the Bank to consider and, if thought fit, approve the
proposed scheme of arrangement (in its original or modified form) will be held on 20 March 2008
commencing at 11:00 am (London time) at the offices of Norton Rose LLP, 3 More London
Riverside, London SE1 2AQ, United Kingdom. Notice of the Scheme Meeting is given at Section
2 of this document.
The action to be taken by you is set out on pages 15 to 19 of the Explanatory Statement. Whether
or not Scheme Creditors intend to be present at the Scheme Meeting, they are requested to
complete and return the Voting Form (incorporating the Form of Proxy, where applicable)
enclosed with this document as soon as possible, and by no later than 11:00 am (London time) on
18 March 2008.
Nothing in this document should be relied on for any purpose other than voting on the proposed
Scheme. In particular, reliance should not be placed on this document in connection with dealing
in or trading any debt of the Bank. You should read and consider the warnings contained on page
1 of this document carefully.
A Scheme Creditor will not receive a Distribution in respect of any Claim Form filed after
the Claims Date. See paragraph 4.5.2 on pages 17 and 18 of the Explanatory Statement for
an explanation of the Claims Date.
Further information is available at the Rafidain Scheme website at www.rafidainbank.co.uk
2 January 2008
THIS PAGE IS INTENTIONALLY LEFT BLANK
1
IMPORTANT NOTICE TO ALL SCHEME CREDITORS
This document has been prepared in connection with a proposed scheme of arrangement pursuant to section
425 of the Companies Act 1985 between the Bank and its Scheme Creditors (each as defined in this
document).
The information contained in this document has been prepared by the Provisional Liquidators (as defined in
this document) based upon information available to them. Although the Provisional Liquidators have no reason
to doubt the accuracy of that information, they are unable to warrant or represent that it, or any information
provided by any third party, is accurate or complete. The Provisional Liquidators act at all times as agents of
the Bank and without personal liability.
The statements, opinions and information contained in this document are made, held or given respectively as
at the date of this document unless another time is specified and such statements, opinions and information are
made, held or given solely by or on behalf of the Bank unless expressly attributed to another party. Please note
that circumstances may have changed since the date of this document.
Except where otherwise expressly stated, nothing contained in this document constitutes a warranty or
guarantee of any kind, express or implied, an admission of any fact or liability on the part of the Bank or any
other person in respect of any asset to which it may be entitled or any claim against it. No estimate of the
amount of any claim against the Bank specified in the Voting Form (as defined in this document) returned to the
Provisional Liquidators, or otherwise provided for voting purposes, shall be admissible against the Bank or
shall be taken into account in calculating payments under the Scheme (as defined in this document). Any such
estimate shall only be used for voting purposes at the meeting of Scheme Creditors to consider the Scheme.
The summary of the principal provisions of the Scheme and related matters are subject to the Scheme itself,
and are set out at Section 5 of the Explanatory Statement (as defined in this document). Scheme Creditors are
advised to read in full and consider carefully the text of the Scheme.
No person has been authorised to make any representation, whether oral, written, express or implied,
concerning the Scheme, which is inconsistent with the statements contained within this document.
Consequently, if such representations are made, they should not be relied upon.
Scheme Creditors should not construe the contents of this document as legal, tax, financial or other
professional advice. Each Scheme Creditor should consult its own professional advisers as to the action it
should take.
This document has been prepared for the purpose of reporting to Scheme Creditors on the Scheme. It is
emphasised that any indication relating to potential Distributions (as defined in this document) are broad
estimates based on the information available at the date of this document and cannot be relied upon in giving
guidance as to the actual Distributions to Scheme Creditors or the timing thereof. The information contained
herein has not been provided for the purpose of buying or selling the debt of or claims against the Bank and
cannot be relied upon accordingly.
It is possible that the proposed Scheme may not be approved by the requisite majority of creditors. The
Provisional Liquidators make no representation or warranty and give no undertaking that the proposed Scheme
in the form described in this document or in any other form will be implemented within the proposed timescale
outlined in this document or at all.
Scheme Creditors, when considering the proposed Scheme, should consult their own tax advisers concerning
the tax consequences of the proposed Scheme to determine their own tax position as a result of the Scheme
being implemented in accordance with its terms in the light of their own particular situations. No
representations are made by any person with respect to the tax consequences for any particular holder of a
Scheme Claim.
PLEASE NOTE THAT IF YOU HAVE RECEIVED PAYMENTS PURSUANT TO THE REPUBLIC OF IRAQ
DEBT RECONCILIATION OFFICE PROCESS OR ANY SIMILAR DEBT SETTLEMENT PROCESS IN
RELATION TO ALL OF YOUR ACTUAL AND POTENTIAL SCHEME CLAIMS, WHICH HAVE BEEN
FULLY DISCHARGED, ASSIGNED OR TRANSFERRED BY VIRTUE OF SUCH PROCESS, YOU CAN
IGNORE THIS DOCUMENT.
KEY DATES AND PROVISIONAL TIMETABLE
Record Date (Provisional Liquidators appointed to the Bank)
21 February 1991
Ascertainment Date for voting purposes
31 December 2007
Filing date and time for Voting Form
11:00 am (London time) on
18 March 2008
Scheme Meeting
11:00 am (London time) on
20 March 2008
Estimated dates
English Court hearing to sanction the Scheme
March 2008
Effective Date
March 2008
Claims Date
September 2008
Commencement of payment of Distributions
2009
The estimated dates in this timetable are indicative only and are based on the Provisional
Liquidators’ current best-case expectations and will depend, amongst other things, on the timetable
fixed by the English Court, whether the Scheme Meeting is adjourned and the date upon which the
English Court allocates a hearing for the sanction of the Scheme.
When the estimated dates are finalised, the actual dates will be notified on the Rafidain Scheme
website.
CONTACT DETAILS
PricewaterhouseCoopers LLP
Plumtree Court
London
EC4A 4HT
Contact: Michael Gercke or David Chubb
Telephone: +44 (0) 207 804 0504
Facsimile: +44 (0) 207 212 6800
email: rafidain.bank@uk.pwc.com
Website: www.rafidainbank.co.uk
TABLE OF CONTENTS
Contents Page
IMPORTANT NOTICE TO ALL SCHEME CREDITORS...........................................................................1
KEY DATES AND PROVISIONAL TIMETABLE.......................................................................................2
CONTACT DETAILS.................................................................................................................................2
SECTION 1: EXPLANATORY STATEMENT............................................................................................5
1. KEY DEFINITIONS AND INTERPRETATION...................................................................................7
1.1 Key definitions...........................................................................................................................................7
1.2 Interpretation............................................................................................................................................10
2. INTRODUCTION.............................................................................................................................10
3. HISTORICAL BACKGROUND AND CURRENT POSITION...........................................................10
3.1 Historical background..............................................................................................................................10
3.2 Initial Orders of the English Court.............................................................................................................11
3.3 The position from 2003 to date.................................................................................................................11
3.4 Current position.......................................................................................................................................12
4. INTRODUCTION TO THE SCHEME................................................................................................13
4.1 What is a Scheme and how does it become binding?..............................................................................13
4.2 Why is the Scheme being proposed?.......................................................................................................14
4.3 Why is the Scheme the most appropriate method to distribute funds to the Bank’s creditors?................14
4.4 Who will be affected?...............................................................................................................................14
4.5 Key stages in the Scheme Process and what Scheme Creditors need to do at each stage....................15
4.6 Why have you been sent this document?.................................................................................................19
5. OUTLINE OF THE SCHEME............................................................................................................19
5.1 Who is a Scheme Creditor?......................................................................................................................19
5.2 What is the proposed arrangement between Scheme Creditors and the Bank?......................................19
5.3 What is the procedure for submitting and agreeing Scheme Claims?......................................................19
5.4 How will the proceeds of Scheme Assets be distributed?........................................................................20
5.5 Administration of the Scheme and the management of the Bank.............................................................21
5.6 How will the Scheme terminate?..............................................................................................................22
5.7 General Scheme provisions.....................................................................................................................22
6. FACTORS TO BE CONSIDERED WHEN VOTING ON THE SCHEME.........................................23
APPENDIX 1 - LIST OF DOCUMENTS AVAILABLE FOR INSPECTION.............................................24
APPENDIX 2 - FINANCIAL POSITION AS AT 30 SEPTEMBER 2007..................................................25
APPENDIX 3 - SCHEME VOTING FORMS AND FORMS OF PROXY..................................................26
APPENDIX 4 - SCHEME CLAIM FORM..................................................................................................31
APPENDIX 5 - CURRENCY CONVERSION TABLE..............................................................................34
SECTION 2: NOTICE OF SCHEME MEETING.......................................................................................39
SECTION 3: THE SCHEME OF ARRANGEMENT.................................................................................41
THIS PAGE IS INTENTIONALLY LEFT BLANK
SECTION 1: EXPLANATORY STATEMENT
This Explanatory Statement is issued in compliance with Section 426(2) of the Companies Act 1985
for the purpose of providing Scheme Creditors with sufficient information to make an informed
decision on whether or not to vote in favour of a proposed scheme of arrangement.
SCHEME OF ARRANGEMENT
(under section 425 of the Companies Act 1985 of England and Wales)
between
RAFIDAIN BANK
(an entity incorporated under the laws of Republic of Iraq and in provisional liquidation)
and
ITS SCHEME CREDITORS
(as defined in the Scheme of Arrangement)
THIS PAGE IS INTENTIONALLY LEFT BLANK
1. KEY DEFINITIONS AND INTERPRETATION
1.1 Key Definitions
Certain capitalised words and expressions appear in this Explanatory Statement. Capitalised words
and expressions not defined below shall have the meaning ascribed to those terms in the Scheme.
If there is any inconsistency between the words and expressions defined below and the terms as
used in the Scheme, the Scheme definitions shall prevail. References to clauses are to be
construed as references to clauses of the Scheme.
Adjudication Deposit - the sum of £2,500 plus VAT if applicable to be paid to an Independent
Claims Adjudicator;
Admitted Scheme Claim - the amount of any claim qualifying for a Distribution under the Scheme
by being either (i) admitted in whole or in part by the Scheme Administrators or (ii) determined
wholly or partially in favour of a Scheme Creditor in a final and binding manner by an Independent
Claims Adjudicator;
Ascertainment Date - the date on which claims outstanding at the Record Date and submitted for
voting purposes at the Scheme Meeting remained outstanding, being 31 December 2007;
Bank - Rafidain Bank;
Business Day - any day on which banks are open for general business in London;
Claim Form – the meaning given to such term by paragraph 4.5.2;
Claims Date - the day falling 180 days after the Effective Date or, if that day is not a Business Day,
the next succeeding day which is a Business Day;
Companies Act - the Companies Act 1985 of England and Wales;
DFI - the Development Fund for the Republic of Iraq;
Dispute Notice - a notice submitted by a Scheme Creditor in accordance with clause 9.12 requiring
a Scheme Claim to be referred to an Independent Claims Adjudicator for independent
determination;
Disputed Claim - a Scheme Claim (or alleged Scheme Claim) or any portion of a Scheme Claim in
respect of which the Scheme Administrators issue a Rejection Notice;
Distribution - any distribution to Scheme Creditors pursuant to the Scheme;
Effective Date - the date on which the Scheme becomes effective in accordance with clause 6;
English Court - the High Court of Justice of England and Wales;
English Registrar of Companies - the registrar of companies or other officer performing under the
Companies Act the duty of registration of companies in England and Wales and including a deputy
registrar;
Excluded Liability - Liabilities if and to the extent they are:
(a) Post-Insolvency Costs;
(b) the subject of an effective Security or Trust on or before the Record Date;
(c) the subject of Set-off;
(d) Liabilities due to the Pension Trustees;
(e) Preferential Liabilities; or
(f) Liabilities of the Bank incurred after the Record Date;
Form of Proxy – the meaning given to such term by paragraph 4.5.1;
IDRO Process - the debt restructuring process by the Government of the Republic of Iraq Debt
Reconciliation Office which led to the invitations to tender claims for cash purchase, bonds or cash
purchase and cancellation;
Independent Claims Adjudicator - such independent person (or persons) appointed in
accordance with clause 9.12(b);
Independent Claims Adjudicator Appointment Notice - a notice advising the name and contact
details of a person to be appointed Independent Claims Adjudicator;
Liability - any liability or obligation of a person whether it is present, prospective or contingent,
whether or not it is fixed or undetermined, whether or not it involves the payment of money or
performance of an act or obligation and whether or not such liability has been reduced to court
judgment or arbitral award and whether it arises at common law, in equity or by statute, in England
and Wales or in any other jurisdiction, or in any other manner whatsoever, but such expression does
not include any liability which is barred by statute (subject to clause 46);
Preferential Liabilities - Liabilities of the Bank which would have been preferential debts pursuant
to section 386 and Schedule 6 of the Insolvency Act on the Record Date had an order for the
compulsory liquidation of the Bank been made on the Winding-up Petition;
Provisional Liquidators - the persons from time to time serving as joint provisional liquidators of
the Bank appointed by the English Court, who are currently Michael David Gercke and David
Christian Chubb of PricewaterhouseCoopers LLP, Plumtree Court, London EC4A 4HT, United
Kingdom;
Provisional Liquidators’ Costs:
(a) any remuneration of the Provisional Liquidators fixed by the English Court pursuant to rule
4.30 of the Insolvency Rules;
(b) any remuneration of the Provisional Liquidators fixed pursuant to the terms of the Scheme as
provided by clause 29.8; or
(c) all Liabilities, costs, charges, disbursements and expenses (including, without limitation, any
taxes payable) incurred and approved by the Provisional Liquidators,
plus, in each case, any VAT thereon at the applicable rate in force from time to time;
Provisional Liquidation Creditors’ Committee - the creditors’ committee formed pursuant to a
direction of the Vice-Chancellor dated 13 July 1992 as varied by an order of Mr Justice Lindsay
dated 13 March 2007 and as may be varied by any further order of the English Court;
Rafidain Scheme website - the information displayed via the internet at the URL
http://www.rafidainbank.co.uk;
Record Date - 21 February 1991, being the date on which the Provisional Liquidators were
appointed;
Rejection Notice - the meaning given to such term by clause 9.10;
Relevant Rate of Exchange - the rate of exchange for the relevant currency at the Record Date,
determined as follows:
(a) the rate of exchange for that currency detailed in the currency conversion table in Appendix 5;
or
(b) if no rate of exchange is listed for that currency for the purposes of (a) above, the mid-market
rate of exchange for that currency published by the Financial Times as at the Record Date, or,
if no such rate is published on that date, then the applicable rate so published on the nearest
preceding date; or
(c) if no rate of exchange is listed or published for that currency pursuant to (a) and (b) above as
appropriate, such rate of exchange as may be determined by the Scheme Administrators;
Scheme - the scheme of arrangement in respect of the Bank under section 425 of the Companies
Act in its present form or with or subject to any modification, addition or condition approved or
imposed by the English Court;
Scheme Administrators - Michael David Gercke, Russell Downs and David Christian Chubb in
their capacity as administrators of the Scheme whilst they hold that office and such other person as
may be appointed as Scheme Administrators in accordance with the Scheme;
Scheme Assets - any Property or asset of the Bank whether actual, prospective or contingent as at
the Record Date to which the London branch business of the Bank is entitled as a matter of English
law and which the Provisional Liquidators have taken possession of, collected or realised prior to
the termination of the Scheme in accordance with clause 40 but excluding any Property or assets
held on Trust;
Scheme Claim - any Liability of the Bank (other than an Excluded Liability) the circumstances
giving rise to which occurred before or on the Record Date remaining outstanding at the Effective
Date against the Bank which would be a provable debt in a liquidation had the Bank been the
subject of a compulsory winding-up order in England and Wales made on the Record Date
PROVIDED THAT a person shall not be entitled to (a) claim more than once against the Bank in
respect of what is, in substance, the same Liability or (b) claim against the Bank in respect of a
Liability which, as against that person has been discharged, cancelled, settled, assigned or
transferred pursuant to the IDRO Process or any similar debt settlement process;
Scheme Costs - the Liabilities, costs, charges, expenses, disbursements and remuneration
incurred by the Scheme Administrators in the course of carrying out the Scheme, including, without
limitation, any expenses payable to the Scheme Creditors’ Committee and the remuneration and
costs of an Independent Claims Adjudicator, which are not Provisional Liquidators’ Costs;
Scheme Creditor - a creditor of the Bank in respect of a Scheme Claim;
Scheme Creditors’ Committee - a creditors’ committee established pursuant to clause 25.1 in
accordance with the provisions of clause 25.2;
Scheme Meeting - a meeting of Scheme Creditors pursuant to an order of the English Court to
consider and, if thought appropriate, agree to the Scheme;
Security - any:
(a) cash collateral;
(b) guarantee or other form of assurance, undertaking or credit support; or
(c) security interest over Property of the Bank anywhere in the world,
provided by or containing an obligation of (as appropriate) any third party or the Bank in support of
or to secure (as appropriate) payment of any Liability by the Bank anywhere in the world;
Set-off - any set-off on which a Scheme Creditor may rely under clause 15.1 or the Bank may rely
under clause 15.2;
Sterling or £ - pounds sterling or other currency being the lawful currency of the UK for the time
being;
Trust - the meaning given to such term by clause 14.1;
US Dollar or US$ - US dollars or other currency being the lawful currency of the USA for the time
being; and
Voting Form – the meaning given to such term by paragraph 4.5.1.
1.2 Interpretation
In this Explanatory Statement, unless the context otherwise requires:
(a) references to clauses are to be construed as references to clauses of the Scheme;
(b) headings are included for ease of reference only and shall be ignored in the interpretation of
the Explanatory Statement;
(c) references to paragraphs and Appendices are references to the paragraphs of and
Appendices to this Explanatory Statement;
(d) references to (or to any provision of) the Scheme shall be construed as references to the
Scheme or that provision as in force for the time being and as modified;
(e) words importing the plural shall include the singular and vice versa and the masculine,
feminine or neuter gender shall each include the other genders;
(f) references to “person” include references to an individual, firm, partnership, bank,
corporation, unincorporated body of persons or any state or any state agency; and
(g) save as otherwise provided, references to any enactment or statutory instrument shall be to
such enactment or statutory instrument as amended, modified or re-enacted and in force at
the time.
2. INTRODUCTION
There are essentially three parts to this Explanatory Statement, as follows:
• background information in relation to the Bank and the provisional liquidation, information
about schemes of arrangement generally, a summary of what is proposed by the Scheme and
an explanation why the Provisional Liquidators consider the Scheme is the appropriate method
to distribute funds to the Bank’s creditors (paragraphs 3 to 4.4);
• information for Scheme Creditors regarding the key stages in the execution and
implementation of the Scheme and what Scheme Creditors need to do at each stage
(paragraphs 4.5 to 4.6); and
• a summary of the key commercial terms of the Scheme and the factors to be considered by
Scheme Creditors when deciding whether to vote and, if so, how to vote in relation to the
Scheme (paragraphs 5 and 6).
3. HISTORICAL BACKGROUND AND CURRENT POSITION
3.1 Historical background
The Bank is an entity incorporated in the Republic of Iraq. At the time of the Provisional Liquidators’
appointment (21 February 1991), the business of the Bank’s London branch primarily consisted of
advising, confirming and reimbursing letters of credit issued by the Bank, the Central Bank of Iraq or
Rasheed Bank (another Iraqi commercial bank).
On 2 August 1990 the Republic of Iraq invaded Kuwait, following which international sanctions were
imposed on the Republic of Iraq. On 4 August 1990, a freeze on certain Iraqi assets held in the
United Kingdom was imposed, the effect of which was to freeze the assets of the Bank in the United
Kingdom.
At this time the Bank was the subject of some very substantial claims from a number of creditors.
On 21 February 1991, the Bank of England issued a winding-up petition in respect of the Bank and,
on the same date, the Bank was placed into provisional liquidation and the following individuals from
PricewaterhouseCoopers LLP have served or are serving as Provisional Liquidators. Initially
Jonathan Phillips and Alan Barrett were appointed, with Michael Gercke replacing Alan Barrett on
1 August 2000 and David Chubb replacing Jonathan Phillips on 13 March 2007.
The Provisional Liquidators understand that the Bank is not in liquidation in the Republic of Iraq, its
country of incorporation, or, in any other country, and is continuing to trade outside the jurisdiction of
the English Court under the control of a board of directors based in Baghdad, Republic of Iraq
(“Rafidain Baghdad”).
According to Rafidain Baghdad’s website at www.rafidain-bank.org (in which the Provisional
Liquidators have no involvement nor are they able to vouch for its accuracy), the Bank has 147
branches in the Republic of Iraq, and 9 outside the Republic of Iraq, including the branch in London.
A list of documents relevant to the provisional liquidation and the proposed Scheme, which are
available for inspection by Scheme Creditors, can be found at Appendix 1.
3.2 Initial Orders of the English Court
Following their appointment, the Provisional Liquidators investigated the worldwide assets and
liabilities of the Bank. However, the Provisional Liquidators were advised that their powers were
unlikely to be enforceable in various jurisdictions and/or that it would be difficult and expensive for
them to make any such enquiries in the light of the first Gulf war and the sanctions imposed on the
Republic of Iraq. As a result, the Provisional Liquidators applied to the English Court for directions
and were directed by the order of Mr Justice Mummery of the English Court dated 9 April 1992 to
take no further steps to take possession of, collect or get in property of the Bank outside the
jurisdiction of the English Court. (This order was later varied by the English Court as described
below.)
On 13 July 1992, the Vice-Chancellor of the English Court ordered that a committee of creditors be
formed to assist the Provisional Liquidators in the performance of their functions. The order set out
detailed requirements as to the membership and conduct of the committee. These requirements
were partially amended by an order of Mr Justice Lindsay on 13 March 2007. In accordance with
these orders the Provisional Liquidators formed the Provisional Liquidation Creditors’ Committee
and such committee has been fully consulted on all relevant aspects of the provisional liquidation,
including the planning of the Scheme.
On 7 June 1994, the English Court made an order adjourning the winding up petition. Counsel,
representing the Bank, gave an undertaking that in respect of any action sought to be commenced
after the date of the order, the Bank will treat the running of time for the purposes of limitation
periods as having been suspended on the date of the Provisional Liquidators' appointment (21
February 1991), and as not recommencing until either the date on which the Provisional Liquidators
are discharged from office and/or the date on which a winding up order is made on the winding-up
petition. Accordingly, claims which were not already statute barred as at the Record Date will not be
treated as statute barred for the purposes of the Scheme.
3.3 The position from 2003 to date
In 2003, the Iraqi government was removed from power. This led to the passing of a UN order which
had the effect of requiring parties which controlled assets or funds which were formerly the property
of either specified Iraqi individuals or the former Iraqi government to hand those funds over to the
newly-created DFI. The terms of the legislation implementing the UN order specifically provide an
exclusion where it can be demonstrated that any funds and assets must be dealt with in accordance
with a pre-existing judicial process. This means that the Provisional Liquidators are exempt from
the obligation to remit the assets of the Bank in their custody to the DFI.
On 28 July 2003, Mr Justice Lewison of the English Court ordered that the order of Mr Justice
Mummery of 9 April 1992 (described above) be varied so as to enable the Provisional Liquidators to
seek out claims against the Bank and, where appropriate and practical to do so, collect all the
property and assets of the Bank to which the London branch of the Bank appeared to be entitled.
The Provisional Liquidators are aware of three formal processes which have sought to settle the
claims of creditors of the Republic of Iraq and entities incorporated in the Republic of Iraq:
(a) in 1991, the UN Security Council established the UN Compensation Commission to process
claims and pay compensation for losses resulting directly from, and not incidental to, the
Republic of Iraq’s invasion and occupation of Kuwait;
(b) on 21 November 2004, following the overthrow of the former government, the Republic of
Iraq’s Ministry of Finance concluded negotiations on its sovereign debt with the Paris Club
(an informal group of creditor governments from major industrialised countries); and
(c) on 9 December 2004 the Republic of Iraq’s Ministry of Finance followed this with a debt
reconstruction process carried out by the Republic of Iraq Debt Reconciliation Office (the
IDRO Process).
The three processes have substantially affected the creditor profile of the Bank by reducing the
number and value of potential claims.
Advisers to the Iraqi Ministry of Finance have informed the Provisional Liquidators of the possibility
that the IDRO Process may be reopened. At this stage, nothing is certain and the Provisional
Liquidators give no representations or warranties and give no undertaking that the IDRO Process
may be reopened. However, should the IDRO Process be reopened, the Provisional Liquidators
understand that this would be done on terms that do not affect the rights of Scheme Creditors.
Scheme Creditors will be able:
(a) to participate in the Scheme; and
(b) in the event that a Scheme Creditor also participates in the reopened IDRO Process, and
having had their claim reconciled and agreed in that reopened IDRO Process, decides to
accept the offer by the Republic of Iraq to purchase its Scheme Claim, it would be on terms
that the Scheme Creditor assigns or transfers their Scheme Claim to the Republic of Iraq,
acting through its Ministry of Finance, which would then intend to register the assigned or
transferred Scheme Claim under (and in accordance with) the Scheme.
On 13 March 2007, Mr Justice Lindsay of the English Court granted the Provisional Liquidators
power to develop a scheme of arrangement pursuant to section 425 of the Companies Act.
Whilst the formal admission and agreement of claims can only be undertaken once the Scheme is
agreed, the Provisional Liquidators are, wherever possible, reviewing creditors’ claims, which will
facilitate the formal agreement of claims in the Scheme. As directed in reports to creditors, the
Provisional Liquidators have set up a dedicated email address to allow creditors to send queries or
information directly to them. The email address is rafidain.bank@uk.pwc.com. Additionally, further
information can be found on the Rafidain Scheme website at www.rafidainbank.co.uk.
Since the lifting of UN sanctions, the Provisional Liquidators have continued to pursue and realise
any outstanding or remaining debtors and manage and realise property and investment assets in
preparation for the implementation of the Scheme, which will enable funds to be distributed to
Scheme Creditors.
3.4 Current position
Detailed below is a summary of the assets held by the Provisional Liquidators, and their latest
estimate of liabilities owed by the Bank as at the Record Date and outstanding at 30 September
2007. A more detailed analysis of this position can be found at Appendix 2.
US$’m
Assets
290
Liabilities
(2,157)
Net Deficiency of Funds
(1,867)
Assets as a % of Liabilities
13.44%
The net deficiency in funds of US$1,867 million is after converting assets at the prevailing exchange
rates at 30 September 2007 and liabilities at the exchange rate at the Record Date. It does not
include the future costs and remuneration of the Provisional Liquidators or Scheme Administrators.
Consequently, Scheme Creditors should treat the above as an indication of distribution prospects
with caution.
These figures are subject to change due to:
(a) changes in exchange rates;
(b) new claims being submitted;
(c) claims being cancelled; and
(d) asset values changing.
The receipts and payments of the Provisional Liquidators for the period 21 February 1991 to
30 September 2007 can be summarised as follows:
US$'000s
US$'000s
RECEIPTS
Recoveries from bank Customers
219,183
Dividends and interest
70,009
Rent and property disposals
2,173
Cash held at appointment
476
TOTAL RECEIPTS
291,841
PAYMENTS
Branch overheads and other property costs
14,687
Provisional Liquidators’ remuneration
5,951
Legal and other professional fees
4,560
VAT paid
1,164
TOTAL PAYMENTS
26,362
TOTAL NET RECEIPTS AND CASH HELD
265,479
4. INTRODUCTION TO THE SCHEME
4.1 What is a Scheme and how does it become binding?
A Scheme is a compromise or arrangement provided for by section 425 of the Companies Act
between a company (such as the Bank) and its creditors (or any class of them).
A Scheme becomes legally binding when:
(a) of those Scheme Creditors present and voting in person or by proxy:
(i) a majority in number of Scheme Creditors; and
(ii) not less than three fourths by value of Scheme Claims,
vote in favour of the Scheme at a specially convened meeting held at the direction of the
English Court;
(b) the English Court subsequently makes an order sanctioning the Scheme; and
(c) an office copy of that order is delivered to the English Registrar of Companies for registration.
4.2 Why is the Scheme being proposed?
The Scheme is being proposed as a formal process by which the assets of the Bank held by the
Provisional Liquidators can be distributed to Scheme Creditors with Admitted Scheme Claims.
4.3 Why is the Scheme the most appropriate method to distribute funds to the Bank’s
creditors?
The Provisional Liquidators and their advisers have considered various options for making
distributions of the assets of the Bank, which are held by the Provisional Liquidators, and concluded
that the Scheme is the most appropriate and beneficial method for distribution by the Provisional
Liquidators.
The Provisional Liquidators are of the view that the Scheme is the appropriate exit route for the
Bank from provisional liquidation as it can be tailored to the specific needs of the Bank and Scheme
Creditors, and it should therefore allow a distribution of funds to Scheme Creditors more easily and
earlier than would be likely in any other exit route.
Further, the Provisional Liquidators consider that the Scheme is likely to be the best means of
maximising the return to Scheme Creditors and enabling Scheme Claims to be agreed and
admitted.
The Provisional Liquidators have discussed the various exit options available with the Provisional
Liquidation Creditors’ Committee and on 20 December 2006, the Provisional Liquidation Creditors’
Committee agreed that a scheme should be the most appropriate exit route for the Bank.
Permission to develop a scheme of arrangement was given by the English Court by an order dated
13 March 2007.
The effect of the Scheme will be to introduce a structure to operate in conjunction with the
provisional liquidation, with the Provisional Liquidators continuing to collect in, realise and hold the
Scheme Assets and then make Distributions as the paying agents of the Bank in accordance with
the directions of the Scheme Administrators, following Scheme Claims being agreed and admitted
by the Scheme Administrators or determined by an Independent Claims Adjudicator. The
Provisional Liquidators, following the grant of the requisite power to do so and prior to the
sanctioning of the Scheme, will undertake to be bound by the Scheme to give effect to these
arrangements. It is proposed that the Provisional Liquidators retain possession of the assets and
make the payments due under the Scheme given the terms of the UN order referred to at paragraph
3.3.
4.4 Who will be affected?
The Scheme is an arrangement between the Bank and all of its Scheme Creditors. A Scheme
Creditor is defined in the Scheme itself but, in summary, will be a person who holds a debt owed by
the Bank as at 21 February 1991 (the Record Date) where such debt still remains outstanding at the
date on which the Scheme becomes effective, which would be a provable debt in a liquidation had
the Bank been the subject of a compulsory winding-up order in England and Wales made on the
Record Date (as described in paragraph 4.1) and which, as against that person has not been
discharged, cancelled, settled, assigned or transferred pursuant to the IDRO Process or any similar
debt settlement process.
Scheme Creditors should note that, once effective, the Scheme will bind the Bank and all of its
Scheme Creditors, irrespective of whether or not:
(a) those Scheme Creditors were notified of the Scheme;
(b) whether they voted at the Scheme Meeting; and
(c) if they voted, whether they voted for or against the Scheme.
Creditors whose claims arise from transactions with the Bank occurring after the Record Date are
not Scheme Creditors and, save to the extent that such claims are expenses properly incurred in
connection with the provisional liquidation or Scheme, these claims remain to be dealt with in the
normal course by the Bank. Further, any Preferential Liabilities (of which there are none known),
being claims which would have been preferential had the Bank gone into compulsory liquidation in
England and Wales, and claims of the Pension Trustees, will be excluded from the Scheme and will
be discharged by the Provisional Liquidators, to the extent that such claims are agreed by the
Provisional Liquidators or are otherwise payable by them.
The Scheme will not affect creditors of the Bank to the extent that they are able to pursue claims
against the Bank outside the jurisdiction of the English Court, where such claims are not:
(a) against the Scheme Assets; or
(b) in pursuit of rights which are dealt with in accordance with and for the purposes of the
Scheme.
4.5 Key stages in the Scheme Process and what Scheme Creditors need to do at each
stage
The overview diagram below illustrates each step in the Scheme process and the split between the
responsibilities of the Provisional Liquidators and the Scheme Administrators, and what Scheme
Creditors need to do.
Please view this diagram together with the notes below to assist you in understanding what will be
required of you as a Scheme Creditor.
Sch
SCHEME
ADMINISTRATORS
SCHEME CREDITORS PROVISIONAL
LIQUIDATORS
Stage 1
Submit Voting Form Collect and realise
Scheme Assets
Attend Scheme Meeting in
person or submit a Form of
Proxy
Advertise Scheme
Meeting
Hold Scheme Meeting
Report to Court
Scheme sanctioned
4.5.1 Stage 1 – Receipt of Scheme and voting papers to Scheme becoming effective
If you are a Scheme Creditor you are entitled to attend and vote at the Scheme Meeting. The
Scheme Meeting is being convened at the direction of the English Court for the purpose of
considering and, if thought fit, approving the Scheme. For the purposes of the Scheme Meeting, a
Scheme Creditor will be defined as a creditor with a claim at the Record Date, which remains
outstanding at the Ascertainment Date (being 31 December 2007). Votes will be totalled based on
the amount of each Scheme Claim and therefore, in order to vote, the Scheme Claim amount will
need to be validated by the chairman of the Scheme Meeting for voting purposes.
The amount of a Scheme Claim admitted for voting purposes will:
• not constitute an admission of the existence or amount of any Liability of the Bank;
• not constitute a claim as an Admitted Scheme Claim for the purposes of Distribution
under the Scheme; and
• not bind the Bank, the Scheme Creditor, the Scheme Administrators, the Provisional
Liquidators or an Independent Claims Adjudicator for any other purpose.
Whether more than one Scheme Meeting of the creditors of the Bank is necessary depends upon an
analysis of the relevant legal rights of creditors against the Bank before and after the Scheme.
Creditors can be in the same class for voting purposes if their rights are sufficiently similar for it to be
possible for them to consult together with regard to their common interest. If their rights are
sufficiently dissimilar such that it is impossible for them to consult together with regard to their
common interest, creditors must be placed in different classes for voting purposes. The Scheme
treats all Scheme Claims rateably and on the same basis by determining and valuing all Scheme
Claims at the Record Date. Therefore for the purposes of sections 425(1) and (2) of the Companies
Act, the English Court has ordered a meeting of a single class of creditors, being a meeting of all
Scheme Creditors.
Formal notice of the Scheme Meeting is given in Section 2 of this document. Scheme Creditors may
attend the Scheme Meeting in person (or, if a corporation, by a duly authorised representative) or
may vote by proxy.
Enclosed with this document is a voting form (incorporating a form of proxy (a “Form of Proxy”)), to
be used for voting at the Scheme Meeting (a “Voting Form”) (in the form set out in Appendix 3).
Whether or not Scheme Creditors intend to be present in person at the Scheme Meeting, they are
requested to complete and sign the Voting Form.
Completed Voting Forms should be returned as soon as possible, and in any event so that they are
received by 11:00 am London time on 18 March 2008 by the Provisional Liquidators at
PricewaterhouseCoopers LLP, Plumtree Court, London EC4A 4HT, United Kingdom marked for the
attention of Michael Gercke or David Chubb. Alternatively, Scheme Creditors may send their Voting
Forms by facsimile transmission to facsimile number +44 (0) 207 212 6800 marked for the attention
of Michael Gercke or David Chubb, or by email to rafidain.bank@uk.pwc.com by the same time on
the same date provided that the original Voting Forms are received by the chairman of the Scheme
Meeting prior to the commencement of the Scheme Meeting. Please note that if the originals of
faxed or emailed forms are not received within the time prescribed, they may be excluded.
The chairman of the Scheme Meeting will consider returned Voting Forms in order to determine the
value of each Scheme Creditor’s Scheme Claim, for voting purposes only, at the Scheme Meeting.
The chairman of the Scheme Meeting will have an absolute discretion to admit or reject Scheme
Claims for voting purposes in whole or in part.
The chairman of the Scheme Meeting will determine the amount of any Scheme Claim on the basis
of the information supplied by the Scheme Creditor and any information available (if any) from the
Bank’s books and records or information otherwise available to the Provisional Liquidators.
Scheme Claims will be admitted for voting purposes only on the basis of the chairman of the
Scheme Meeting’s estimate at the Scheme Meeting of the amount of the claim (if any) as at the
Ascertainment Date taking into account the amount of any known Security, Trust, Set-off or
counterclaim.
At the Scheme Meeting, the value of the Scheme Claims of Scheme Creditors whose claims are not
denominated in US Dollars will be converted into US Dollars for the purpose of voting using, as an
exchange rate, the rate of exchange for the relevant currency at the Record Date, determined as
follows:
(a) the rate of exchange for that currency detailed in the currency conversion table in Appendix 5;
or
(b) if no rate of exchange is listed for that currency for the purposes of (a) above, the mid-market
rate of exchange for that currency published by the Financial Times as at the Record Date, or,
if no such rate is published on that date, then the applicable rate so published on the nearest
preceding date; or
(c) if no rate of exchange is listed or published for that currency pursuant to (a) and (b) above as
appropriate, such rate of exchange as may be determined by the Scheme Administrators.
If any Scheme Creditor is uncertain of the amount of their Scheme Claim, they may provide an
estimate along with sufficient and appropriate evidence to support the calculation of that estimate.
Once the Scheme Meeting has been held, the results of the Scheme vote will be reported to the
English Court and provided the Scheme Creditors have voted in favour of the Scheme, the
Provisional Liquidators will seek from the English Court an order sanctioning the Scheme. Once an
office copy of the sanctioning order is delivered to the English Registrar of Companies for
registration, the Scheme will be effective.
4.5.2 Stage 2 – Scheme Effective to Claims Date
Once the Scheme becomes effective, a notice that the Scheme is effective together with a blank
claim form (in the form set out in Appendix 4) (a “Claim Form”) will be sent, as soon as reasonably
practicable, by the Scheme Administrators to all known Scheme Creditors of whom they are aware
at their last known address.
Advertisements calling for Scheme Creditors to complete and return Claim Forms will be placed in
appropriate newspapers and periodicals in relevant jurisdictions (with the intention being to include
advertisements in the United Kingdom and worldwide in The Financial Times, in the Republic of Iraq
in Al-Sabah, in India in the Economic Times and in the USA, in the Wall Street Journal (US and
International)) following the Effective Date. Such advertisements will include a statement specifying
the means by which such persons may obtain a Claim Form and require all Scheme Creditors to
lodge a Claim Form on or before the Claims Date.
Scheme Creditors should note that Claim Forms must be returned to the Scheme Administrators at
PricewaterhouseCoopers LLP, Plumtree Court, London EC4A 4HT, United Kingdom marked for the
attention of Michael Gercke or David Chubb.
IMPORTANT
Scheme Creditors should note that the deadline for completed Claim Forms to be received
by the Scheme Administrators is the Claims Date, which is the day falling 180 days after the
Effective Date or, if that is not a Business Day, the next Business Day. No Scheme Creditor
will have any right after the Claims Date to submit a new or revised Claim Form. If a Claim
Form in respect of a Scheme Claim is not received by the Scheme Administrators on or
before the Claims Date, any claims brought by that Scheme Creditor will not be recognised
in the Scheme for the purposes of any Distribution.
While the Provisional Liquidators recognise that many creditors have already submitted
claims to the Provisional Liquidators there will be a need for these Scheme Creditors to
confirm their Scheme Claims in light of the fact that Scheme Claims are to be calculated at
the Record Date using the prevailing exchange rates and claims to interest calculated up to
and including the Record Date.
Subject to the paragraph immediately below, no Distribution will be made under the Scheme in
respect of interest accruing after the Record Date (any interest to which a Scheme Creditor is
entitled up to and including the Record Date may, however, be claimed). This proposed treatment
of interest on Scheme Claims has been discussed and agreed with the Provisional Liquidation
Creditors’ Committee.
In the unlikely event that the Admitted Scheme Claims have been paid in full then, for the purpose
only of the Scheme, simple interest will become payable on all Admitted Scheme Claims at the rate
of 8% per annum. Any interest payment shall be made rateably on the Admitted Scheme Claims in
respect of periods during which such claims were outstanding since the Record Date and shall be in
lieu of any other entitlement to interest for this period.
4.5.3 Stage 3 – Claims Date to Scheme Claims being agreed and admitted into the Scheme
The Scheme Administrators on behalf of the Bank will seek to agree Scheme Claims under the
Scheme for each Claim Form returned to them as soon as reasonably practicable and with the
intention of doing so within 6 months of the Claims Date (or such longer period as may be necessary
following consultation by the Scheme Administrators with the Scheme Creditors’ Committee).
Agreed Scheme Claims will then become Admitted Scheme Claims. Scheme Creditors should be
prepared to provide any additional information the Scheme Administrators may request as part of
the process of agreeing Scheme Claims, with the onus being on Scheme Creditors to provide
sufficient supporting information to enable the Scheme Administrators to evaluate their claims.
For any Scheme Claim which cannot be agreed between a Scheme Creditor and the Scheme
Administrators, the Scheme Administrators will issue a Rejection Notice. If the Scheme Creditor
wants to appeal against the Rejection Notice, then he can request his Scheme Claim to be
submitted to an Independent Claims Adjudicator. The Scheme adopts an adjudication procedure by
an Independent Claims Adjudicator for dealing with disputed claims since this should be both
quicker and cheaper for both the Disputing Creditor and for Scheme Creditors generally than the
alternative of a court based appeal process.
In these circumstances the Scheme Creditor will be required to send to the Scheme Administrators
a Dispute Notice within 60 days of receiving the Rejection Notice. The Scheme Creditor will
following receipt of the Independent Claims Adjudication Appointment Notice be obliged to pay the
Adjudication Deposit (being the sum of £2,500 plus VAT, if applicable) to the Independent Claims
Adjudicator (subject to any waiver of this requirement in exceptional circumstances by the Scheme
Administrators), and then submit to the Independent Claims Adjudicator and the Scheme
Administrators the Disputing Creditor’s Papers (as defined in the Scheme) in order to assist the
appointed Independent Claims Adjudicator in reaching a decision. The Scheme enables different
Independent Claims Adjudicators to be appointed (after consultation with the Scheme Creditors’
Committee) having regards to the nature of the Disputed Claim.
The Independent Claims Adjudicator will review the information submitted by both the Scheme
Creditor and the Scheme Administrators and will make a final determination in respect of the
Disputed Claim referred to him in accordance with the adjudication procedures set out in the
Scheme. An Independent Claims Adjudicator’s decision will be final and binding on the Scheme
Administrators and the Scheme Creditor (insofar as the law permits, subject to any mathematical or
other manifest error, and provided that the appointed Independent Claims Adjudicator has acted in
good faith and with due care). In order to safeguard the interests of Scheme Creditors as a whole
and be equitable to the Disputing Creditor, the Independent Claim Adjudicator’s Costs shall be paid
by the Disputing Creditor or by the Scheme Administrators in a manner consistent with the decision
on the Scheme Claim of the Independent Claims Adjudicator, or as the appointed Independent
Claims Adjudicator shall otherwise think just and equitable.
At the end of this stage, all Scheme Claims will either have become Admitted Scheme Claims or
have been rejected.
4.5.4 Stage 4 – Admitted Scheme Claims to Scheme Termination
Throughout stages 1 to 3 above, the Provisional Liquidators will continue to collect in, realise and
hold assets for the benefit of the Scheme Creditors as a whole.
It is the intention of the Scheme Administrators that Distributions will be made as quickly as
reasonably practicable after the Scheme Assets have been realised and Scheme Claims have been
agreed. The Scheme will enable the Scheme Administrators to make interim Distributions (if
appropriate), after having set aside a reserve for claims which have been submitted but have not yet
been agreed.
Scheme Claims admitted in US Dollars and Sterling will be paid in these currencies. All Scheme
Claims admitted in currencies other than those above will be converted into US Dollars at the
Relevant Rate of Exchange. Scheme Claims incurred in both Sterling and US Dollars will be
converted into the dominant currency (by value) at the Relevant Rate of Exchange. The timing of
the first Distribution depends on the speed with which Scheme Claims can be agreed and Scheme
Assets realised and converted into cash.
The Scheme will terminate on the date on which the Scheme Administrators give notice to the
Scheme Creditors by posting a notice on the Rafidain Scheme website that the Distribution to
Scheme Creditors of all the Scheme Assets available for Distribution to them in accordance with the
Scheme has been completed and all Scheme Costs have been paid.
4.6 Why have you been sent this document?
You have been sent this document because the Bank's records available to the Provisional
Liquidators indicate that you are or could be a Scheme Creditor. However, receipt of this document
does not necessarily mean that you are a Scheme Creditor or that you will be affected by the
Scheme.
5. OUTLINE OF THE SCHEME
The Scheme is set out at Section 3 of this document. The principal provisions of the Scheme and an
explanation of their effect are summarised in paragraphs 5.1 to 5.7.
In summary, the proposal to Scheme Creditors is that Scheme Creditors accept their rights under
the Scheme in lieu of their entitlements to claim against the Scheme Assets and in lieu of their
entitlements to issue proceedings in England and Wales against the Bank in relation to their
Scheme Claims.
5.1 Who is a Scheme Creditor?
Save in respect of an Excluded Liability, the Scheme applies to all creditors of the Bank as long as
the claim against the Bank arose before or on the Record Date and remains outstanding at the
Effective Date and which would have been provable in a liquidation had the Bank been the subject
of a compulsory winding-up order in England and Wales made on the Record Date.
5.2 What is the proposed arrangement between Scheme Creditors and the Bank?
In exchange for a Distribution under the Scheme, Scheme Creditors agree that they accept such
Distribution in lieu of their entitlement to issue any proceedings against the Bank in England and
Wales and in lieu of their entitlements against the Scheme Assets generally.
5.3 What is the procedure for submitting and agreeing Scheme Claims?
Scheme Creditors are required to submit their Scheme Claims against the Bank no later than the
Claims Date (being 180 days after the Effective Date or if that date is not a Business Day the next
Business Day). Scheme Creditors have a right to enforce any Security or Trust if it was created
before the Record Date and is recognised as applying to the Scheme Assets.
Where a Scheme Creditor and the Scheme Administrators cannot agree the value of a Scheme
Claim, the Scheme Creditor can require the Scheme Claim to be submitted for independent
adjudication by an Independent Claims Adjudicator in accordance with the Scheme to determine his
Scheme Claim against the Bank.
A Scheme Claim will not include amounts of interest accrued after the Record Date. No further
claim for interest can be made by a Scheme Creditor against the Bank other than as described in
paragraph 4.5.2.
A Scheme Creditor who submits a Claim Form after the Claims Date will lose any right to be paid a
Distribution.
Scheme Creditors and the Bank can rely on Set-off operating in the same way as it would if the Bank
had been wound up on the date the Provisional Liquidators were appointed (being 21 February
1991).
By agreement between the Scheme Administrators and any Scheme Creditor with an Admitted
Scheme Claim, an Admitted Scheme Claim may be varied. If the Scheme Administrators wish to
vary an Admitted Scheme Claim and provided it has not been determined by an Independent
Claims Adjudicator they shall give a notice of variation to the Scheme Creditor concerned. Such
Scheme Creditor may if he wishes refer the matter for independent adjudication as set out in the
Scheme.
5.4 How will the proceeds of Scheme Assets be distributed?
The Provisional Liquidators will continue to realise assets and manage the Bank’s affairs, insofar as
they relate to the Scheme Assets. It is intended that they will continue to remain in office to assist
the Scheme Administrators carry out their duties. The Provisional Liquidators’ remuneration and
expenses (plus any VAT thereon at the applicable rate in force from time to time) will continue to be
paid out of the funds held and insofar as the law allows such remuneration will be fixed and drawn
down as agreed by the Scheme Creditors’ Committee or, failing agreement with the Provisional
Liquidators, by an independent person for adjudication.
Scheme Assets will be applied in the following order:
(a) first, in payment of any unpaid Provisional Liquidators’ Costs;
(b) second, in payment of Scheme Costs; and
(c) third, in payment of all Scheme Claims which are Admitted Scheme Claims, with claims
ranking rateably at full amounts without any deduction for other Distributions (being other
distributions under the Scheme) received.
The Provisional Liquidators do not anticipate that the distribution of the proceeds of the Scheme
Assets to the Scheme Creditors will ever, in aggregate, be sufficient to repay the Admitted Scheme
Claims in full. However, to the extent that there is any surplus the provisions described in paragraph
4.5.2 shall apply.
Scheme Claims admitted in US Dollars or Sterling will be paid in these currencies. All Scheme
Claims admitted in currencies other than those above will be converted into US Dollars at the
Relevant Rate of Exchange. Scheme Claims comprising both Sterling and US Dollar amounts will
be converted to the dominant currency (by value) at the Relevant Rate of Exchange.
Distributions will be made as quickly as practicable after the Scheme Assets have been realised and
Scheme Claims have been agreed. The Scheme Administrators will have the power to make
interim Distributions (if appropriate) after having required the Provisional Liquidators to set aside a
reserve for claims which have been submitted but not yet been agreed, if this is applicable.
Distributions will be made either by telegraphic transfer or such other manner as the Scheme
Administrators may determine. The Scheme Administrators shall not be obliged to direct the
Provisional Liquidators to make a payment or transfer in respect of a Distribution if this would breach
the money laundering procedures of PricewaterhouseCoopers LLP or its bankers or where a
licence has not been granted by Her Majesty’s Treasury in the United Kingdom to make such
payment.
5.5 Administration of the Scheme and the management of the Bank
5.5.1 Scheme Administrators
The Scheme provides for the appointment of Scheme Administrators who will be responsible for
supervising the Scheme. However, the day-to-day control of the London branch of the Bank and the
Scheme Assets will be carried out by the Provisional Liquidators.
The main functions of the Scheme Administrators are to determine Scheme Claims and to
determine when and in what amount Distributions are to be paid.
The Scheme Administrators will report to Scheme Creditors on progress with the Scheme, and will
give information, within reason and as required, to the Scheme Creditors’ Committee.
Save in limited circumstances, the Scheme Administrators will also within 10 Business Days of the
Claims Date publish on the Rafidain Scheme website a list of names of the parties who have
submitted a Claim Form.
The first Scheme Administrators are proposed to be:
(a) Michael David Gercke;
(b) Russell Downs; and
(c) David Christian Chubb,
each being either a member or director of PricewaterhouseCoopers LLP.
The Scheme Administrators will be remunerated in respect of the Scheme on the basis of time costs.
This is consistent with normal liquidation procedure and the provisional liquidation of the Bank. The
Scheme Administrators will be entitled to draw remuneration as it is incurred with the Scheme
Creditors’ Committee approving such remuneration or, failing such approval, this being referred to
an independent person for adjudication.
5.5.2 Scheme Creditors’ Committee
The Scheme provides for a Scheme Creditors’ Committee to be appointed. The initial members of
the Scheme Creditors’ Committee shall consist of those persons who are members of the
Provisional Liquidation Creditors’ Committee and who have agreed to act as members of the
Scheme Creditors’ Committee. A majority of the Provisional Liquidation Creditors’ Committee by a
resolution passed on 17 October 2007 resolved that when the Scheme becomes effective they will
serve as members of the Scheme Creditors’ Committee, on the terms of the Scheme.
The purpose of the Scheme Creditors’ Committee is to oversee the implementation of the Scheme
on behalf of the Scheme Creditors and to assist the Scheme Administrators in exercising their
functions and duties.
The key functions and duties of the Scheme Creditors’ Committee are to:
(a) monitor the carrying out of the Scheme and assist the Scheme Administrators in carrying out
their functions;
(b) appoint a person qualified to perform the role of Scheme Administrator and who is a member
or director of PricewaterhouseCoopers LLP, if a Scheme Administrator ceases to hold office;
(c) approve Scheme Administrators’ remuneration, with any disputes referred to an independent
person, whose determination is binding on the Scheme Administrators and the Scheme
Creditors’ Committee;
(d) act in the interests of the whole body of Scheme Creditors;
(e) not act where they have an interest or conflict of interest; and
(f) preserve the confidentiality of information they receive from the Scheme Administrators.
In carrying out their functions, the Scheme Administrators:
(a) must have regard to the Scheme Creditors’ Committee recommendations but are not obliged
to comply with any recommendations; and
(b) shall consult with the Scheme Creditors’ Committee on matters material to the Scheme.
5.5.3 Independent Claims Adjudicator
An Independent Claims Adjudicator will be appointed (if necessary) by the Scheme Administrators
as soon as practicable after receipt from a Scheme Creditor of a Dispute Notice following the
rejection of his Scheme Claim, after consultation with the Scheme Creditors’ Committee, having
regard to the nature of the Disputed Claim. The appointed Independent Claims Adjudicator (with
the Scheme enabling more than one to be appointed) will within 60 days of his appointment (or such
longer period as the Scheme Administrators for good cause allow), conclusively determine the
amount of the Admitted Scheme Claim (if any) referred to him for independent adjudication. An
Independent Claims Adjudicator will be an individual who is duly qualified, in the reasonable opinion
of the Scheme Administrators, to discharge the functions and powers of an Independent Claims
Adjudicator, as applicable, under the Scheme with the appropriate expertise having regard to the
nature of the Disputed Claim.
5.6 How will the Scheme terminate?
The Scheme will terminate on the date on which the Scheme Administrators give notice to the
Scheme Creditors by posting a notice on the Rafidain Scheme website that the Final Distribution to
Scheme Creditors of all the Scheme Assets available for Distribution to them in accordance with the
Scheme has been completed and all the Scheme Costs have been paid.
The powers, duties and responsibilities under the Scheme of the Scheme Administrators, any
Independent Claims Adjudicator, the Scheme Creditors’ Committee and the Provisional Liquidators
shall cease upon the termination of the Scheme subject to the preservation of certain residual rights.
Once the Scheme terminates, the Provisional Liquidators will likely apply to the English Court to
vacate office and thereafter seek their release from liability in relation to the provisional liquidation of
the Bank.
5.7 General Scheme provisions
The Scheme contains a “stay of proceedings” provision which prohibits Scheme Creditors from
taking any action to enforce Scheme Claims against the Bank other than in accordance with the
Scheme. This stay shall survive the termination of the Scheme or the dismissal of the Winding-up
Petition (as defined in the Scheme). The Scheme Administrators will be entitled to treat their
estimate of the value of any advantage gained by a Scheme Creditor through breach of this
prohibition as a payment on account of Distribution payments otherwise due or becoming due to the
Scheme Creditor concerned.
The Scheme provides for indemnities in favour of the Scheme Administrators and Employees (as
defined in the Scheme), the Provisional Liquidators, an Independent Claims Adjudicator and the
Scheme Creditors’ Committee in certain circumstances and a release of liability by each Scheme
Creditor and the Bank in favour of the Provisional Liquidators, their Employees and advisers in
relation to the preparation, negotiation and implementation of the Scheme and matters in relation to
the provisional liquidation up to the Effective Date.
Meetings of Scheme Creditors will be convened by the Scheme Administrators at any time and for
such purposes as the Scheme Administrators think fit or when required by a resolution of the
Scheme Creditors’ Committee. Under the Scheme, the Scheme Administrators shall produce an
annual report to Scheme Creditors detailing progress made in the conduct of the Scheme (which
may be combined with any report prepared by the Provisional Liquidators in relation to the
provisional liquidation, where appropriate). These reports will be made available on the Rafidain
Scheme website and upon request.
The Provisional Liquidators may consent to any Scheme modifications recommended by the
English Court.
The Scheme Administrators may apply to the English Court for a modification to the Scheme after
consulting with the Scheme Creditors’ Committee.
The Scheme will be governed by the laws of England and Wales.
6. FACTORS TO BE CONSIDERED WHEN VOTING ON THE SCHEME
At present, the alternatives available in England and Wales to the Scheme include:
(a) recommending to the English Court that the provisional liquidation be terminated and the
Bank be placed into compulsory liquidation and the Scheme Assets be distributed by an
English liquidator on a stand-alone basis;
(b) seeking an order of the English Court to remit the Scheme Assets to the DFI; and
(c) adoption of an alternative scheme of arrangement.
The Provisional Liquidators recommend the proposed Scheme as the best way to maximise the
return to Scheme Creditors having regard to the apparent alternatives. The Provisional Liquidators
do not favour putting the Bank into compulsory liquidation in England and Wales (thereby ending the
provisional liquidation) since they do not regard this as a better procedure for agreeing claims and
making Distributions. Furthermore, such a liquidation could be opposed by Rafidain Baghdad since
one of the key advantages of the Scheme over other options is that it will enable the Scheme Assets
to be distributed without, as Rafidain Baghdad may consider, impacting on the ongoing business
and status of the Bank in other jurisdictions.
The Provisional Liquidators therefore recommend that Scheme Creditors vote in favour of the
Scheme and by a resolution passed on 9 November 2007 the Provisional Liquidation Creditors’
Committee resolved that the Scheme, which has been developed in consultation with them, has the
support of the Scheme Creditors’ Committee and that those members of the Scheme Creditors’
Committee who voted on the resolution intend, where able, to vote in favour of the Scheme.
APPENDIX 1 - LIST OF DOCUMENTS AVAILABLE FOR INSPECTION
The information/documents below or copies of them will be available for inspection on reasonable
notice by Scheme Creditors (until the close of the Scheme Meeting), on request, from the
Provisional Liquidators at the address detailed at page 2 of this document during ordinary business
hours on any Business Day:
(1) orders of the English Court in relation to the Bank from appointing the Provisional Liquidators
on 21 February 1991 to obtaining the order of the English Court dated 18 December 2007
directing the convening of the Scheme Meeting;
(2) copies of all reports sent to creditors since 21 February 1991 updating them on progress of
the provisional liquidation;
(3) letters of consent to act in relation to the Scheme from each of:
(a) Michael David Gercke;
(b) Russell Downs;
(c) David Christian Chubb; and
(4) the Practice Statement letter dated 8 October 2007.
Copies of these documents can also be downloaded from the Rafidain Scheme website at
www.rafidainbank.co.uk.
APPENDIX 2 - FINANCIAL POSITION AS AT 30 SEPTEMBER 2007
SUMMARY OF ASSETS HELD BY AND LIABILITIES NOTIFIED TO THE PROVISIONAL
LIQUIDATORS AS AT 30 SEPTEMBER 2007
The figures herein contained should be read in conjunction with the accompanying notes
Note
US$’m
Assets
1
Cash
265
Other Assets
25
290
Liabilities
2
Bank Liabilities
3
(909)
Letters of Credit
3
(598)
Republic of Iraq Assignment
4
(228)
London Branch Provisions
5
(422)
(2,157)
Net Deficiency of Funds
(1,867)
Notes
1. Assets
This balance represents the total assets comprising cash held by the Provisional Liquidators on
deposit, and other assets (principally property) under the control of the Provisional Liquidators,
as stated at the latest available valuation. The assets have been converted into US Dollars
using exchange rates at 30 September 2007.
2. Liabilities
Liabilities have been converted into US Dollars using exchange rates at 21 February 1991 (the
Record Date).
3. Bank Liabilities and Letters of Credit claims
These balances represent the total of UK and foreign bank liabilities and Letters of Credit, taking
into account balances recorded in the books of the Bank’s London branch on 21 February 1991;
plus claims received from creditors since 21 February 1991; less balances where the
Provisional Liquidators have confirmed no claim exists; less claims which have been cancelled
through the IDRO Process or any other debt settlement process.
Please note that claims have not been formally agreed with creditors.
4. Republic of Iraq Assignment
This balance is the amount notified to the Provisional Liquidators by the Republic of Iraq,
through its Ministry of Finance, in respect of assignment to it of some claims settled through the
IDRO Process.
5. London Branch Provisions
These are provisions carried in the balance sheet of the Bank’s London branch at 21 February
1991. No actual claims have been received at present in respect of these amounts but to be
prudent the Provisional Liquidators have retained the provisions in “Liabilities” above.
APPENDIX 3 - SCHEME VOTING FORMS AND FORMS OF PROXY
Notes for the completion of Voting Forms and Forms of Proxy
These forms should be completed by you if you believe you are a Scheme Creditor of the Bank. If
you need assistance in completing these forms, please contact the Provisional Liquidators at
PricewaterhouseCoopers LLP, using the contact details on page 2 of this document.
Completed Voting Forms and, if appropriate, Forms of Proxy should be returned as soon as
possible, and in any event so that they are received by 11:00 am (London time) on 18 March 2008
by the Provisional Liquidators at PricewaterhouseCoopers LLP, Plumtree Court, London EC4A 4HT,
United Kingdom marked for the attention of Michael Gercke or David Chubb. Alternatively, by
facsimile transmission to facsimile number +44 (0) 207 212 6800 marked for the attention of Michael
Gercke or David Chubb or by email to rafidain.bank@uk.pwc.com by the same time on the same
date provided that the original forms are received by the chairman of the Scheme Meeting prior to
the commencement of the Scheme Meeting. Please note that if originals of faxed or emailed forms
are not received within the time prescribed, they may be excluded.
Both the Voting Form and the Form of Proxy can be downloaded from the Rafidain Scheme website
at www.rafidainbank.co.uk. Scheme Creditors may complete the Voting Forms and Forms of Proxy
using downloaded templates.
Any Scheme Claim(s) entered on the Voting Form(s) will be used for voting purposes only and not
for the purpose of determining the existence of Admitted Scheme Claims. The amount admitted for
voting purposes shall not constitute an admission of the existence or amount of any Liability of the
Bank.
If you do not wish to attend the meeting, you may appoint the chairman of the Scheme Meeting or
some other person as your proxy. If you appoint a person other than the chairman of the Scheme
Meeting as your proxy in order to represent you, that person must attend in person at the Scheme
Meeting.
It is particularly important that you sign the reverse of the Form of Proxy. If you wish to vote for the
Scheme, sign in the box marked “FOR THE SCHEME”. If you wish to vote against the Scheme,
sign in the box marked “AGAINST THE SCHEME”. If you wish to give your proxy holder discretion
to vote for or against (or abstain) at the Scheme Meeting you should mark the box “AT
DISCRETION”. If you appoint the chairman as your proxy and give him discretion to vote as he
thinks fit, he will vote in favour of the Scheme (with or without modification).
VOTING FORM
(TO BE USED AT THE MEETING OF SCHEME CREDITORS)
IN THE HIGH COURT OF JUSTICE
CHANCERY DIVISION
COMPANIES COURT
CASE NO. 8577 OF 2007
1.
Name of Creditor:
........................................................
2.
Address for further correspondence:
........................................................
........................................................
........................................................
........................................................
........................................................
3.
UK Limited Company Registration Number of Creditor
(if applicable):
........................................................
4.
Total amount of Creditor’s claim which is outstanding at
31 December 2007:
(include any VAT (if applicable) as at 21 February 1991,
Please give details of the amount of interest (if any)
included, up to and including 21 February 1991
(but excluding any interest after 21 February 1991).
Please state the currency in which the claim is
denominated.
5.
Details of how and when the debt was incurred together
with supporting documentation:
Particulars of any right of set-off claimed. Please state
both the currency in which the claim is denominated and
the amount.
........................................................
........................................................
........................................................
........................................................
........................................................
........................................................
........................................................
8.
Signature of Creditor or person authorised to act
on behalf of the Creditor:
Name in BLOCK CAPITALS:
Position:
........................................................
........................................................
........................................................
NB - Voting Forms will be used for voting purposes only at the Scheme Meeting. Scheme Claims
for voting purposes at the Scheme Meeting must be lodged so they are received by 11:00 am
(London time) on 18 March 2008 by the Provisional Liquidators at PricewaterhouseCoopers LLP,
Plumtree Court, London EC4A 4HT, United Kingdom marked for the attention of Michael Gercke
or David Chubb, by facsimile transmission to facsimile number +44 (0) 207 212 6800 marked for
the attention of Michael Gercke or David Chubb or by email to rafidain.bank@uk.pwc.com by the
same time on the same date provided that the original forms are received by the chairman of the
Scheme Meeting prior to the commencement of the Scheme Meeting. Please note that if originals
of faxed or emailed forms are not received within the time prescribed, they may be excluded.
RAFIDAIN BANK (IN PROVISIONAL LIQUIDATION)
FORM OF PROXY
(TO BE USED AT THE MEETING OF SCHEME CREDITORS)
IN THE HIGH COURT OF JUSTICE
CHANCERY DIVISION
COMPANIES COURT
CASE NO. 8577 OF 2007
In the matter of Rafidain Bank (in provisional liquidation) and its Scheme Creditors (as defined in the Scheme) and in the matter of the
Companies Act 1985 in England and Wales.
This Form of Proxy is to be used at the Scheme Meeting to be held at the offices of Norton Rose LLP at 3 More London Riverside, London SE1 2AQ, United
Kingdom on 20 March 2008 at 11:00 am (London time), the time mentioned in the notice summoning the Scheme Meeting.
I/We …………………………………………………………………………………………………………………………………………………………………….………..
(enter the name of the Scheme Creditor – see note (1) to this Form of Proxy)
of …………………………………………………………………………………………………………………………………………………………………………..……..
(enter the address of the Scheme Creditor – see note (1) to this Form of Proxy)
Contact Name: ………………………………………………………………………………………………………….
Position/Capacity: …………………………………………………………………………………….……………………
(see note (2) to this Form of Proxy)
email: …………………………………………………………………………………………………………...
Facsimile number: ………….……………………………………………………………………………………………….
Telephone number: ………………………………. ………………………………………………………………………….
Being a Scheme Creditor of the Bank in the aggregate sum of:
Currency
Amount *
* This amount must be the amount outstanding at 21 February 1991
excluding interest accrued after that date.
(see note (3) to this Form of Proxy)
HEREBY APPOINT the chairman of the Scheme Meeting or ……………………………………………………………………………………………………………..…
(see note (4) to this Form of Proxy)
as my/our proxy to act for me/us at the Scheme Meeting for the purposes of considering and, if thought fit, approving (with or without modification) the Scheme
of Arrangement referred to in the notice summoning the Scheme Meeting, and at such Scheme Meeting, or any adjournment thereof, to vote for me/us and in
my/our name(s) for the Scheme or against the Scheme or at his discretion (either with or without modification as my/our Proxy may approve) as indicated on this
form (see note (5) of this Form of Proxy).
FOR THE SCHEME
(with or without modification)
AGAINST THE SCHEME
(with or without modification)
AT DISCRETION
(with or without modification)
Signature:
Date:
Signature:
Date:
Signature:
Date:
FORM OF PROXY
INSTRUCTIONS FOR COMPLETION OF THE FORM OF PROXY
Please note that the terms contained within these instructions and the Form of Proxy bear the same meanings as given to them in the Scheme.
1. Enter the name and address of the Scheme Creditor in BLOCK CAPITALS. If you are the duly authorised agent and/or attorney of a Scheme Creditor or a
number of Scheme Creditors, complete a separate Form of Proxy in respect of each Scheme Creditor (photocopying the form as many times as necessary)
and provide evidence (which must be satisfactory to the chairman of the Scheme Meeting) of your authority to execute the Form of Proxy on each Scheme
Creditor’s behalf. Please note that each Scheme Creditor which is a company within a group of companies must complete a separate Form of Proxy, as a
group submission is not permissible.
2. If you are the duly authorised representative of a corporation or a partnership or other unincorporated body of persons, or the duly authorised agent and/or
attorney of a Scheme Creditor or a number of Scheme Creditors, enter your name in BLOCK CAPITALS and the capacity in which you have signed the
Form of Proxy (for example director, partner or agent and/or attorney). If you are the duly authorised representative of a number of Scheme Creditors, a
separate Form of Proxy (photocopying the form as many times as necessary) should be completed in respect of each Scheme Creditor.
3. Enter the estimated total amount of the claim(s). If you have claims in separate currencies, please enter the total amount of such claims in each currency on
a separate line. At the Scheme Meeting, the value of the Scheme Claims of Scheme Creditors whose Scheme Claims are not denominated in US Dollars
will be converted into US Dollars for the purpose of voting using, as an exchange rate, the rate of exchange for the relevant currency at the Record Date,
determined as follows:
(a) the rate of exchange for that currency detailed in the currency conversion table in Appendix 5; or
(b) if no rate of exchange is listed for that currency for the purposes of (a) above, the mid-market rate of exchange for that currency published by
The Financial Times as at the Record Date, or, if no such rate is published on that date, then the applicable rate so published on the nearest
preceding date; or
(c) if no rate of exchange is listed or published for that currency pursuant to (a) and (b) above as appropriate, such rate of exchange as may be
determined by the Scheme Administrators.
4. If you wish to appoint a person other than the chairman of the Scheme Meeting as your proxy, delete the words “the chairman of the Scheme Meeting” and
enter the name of the person to be appointed. The person to be appointed as your proxy need not be a Scheme Creditor. If you appoint a person other than
the chairman of the Scheme Meeting as your proxy, that person must attend the Scheme Meeting in order to vote on your behalf.
5. If you wish to instruct your proxy to vote for the Scheme, please sign the box marked “FOR THE SCHEME”. If you wish to instruct your proxy to vote against
the Scheme, please sign the box marked “AGAINST THE SCHEME”. If you wish to leave your vote(s) to the discretion of your proxy, please sign the box
marked “AT DISCRETION”. If you appoint the chairman of the Scheme Meeting as your proxy and give him discretion to vote as he thinks fit, he will vote in
favour of the Scheme (with or without modification).
APPENDIX 4 - SCHEME CLAIM FORM
This Claim Form should be completed if you are a Scheme Creditor of the Bank once the Scheme has
been sanctioned. If you need assistance in completing this form, please contact
PricewaterhouseCoopers LLP at Plumtree Court, London EC4A 4HT, United Kingdom (email:
rafidain.bank@uk.pwc.com). Completed Claim Forms must be returned on or before the day falling
180 days after the Effective Date or, if that day is not a Business Day, the next succeeding day which
is a Business Day (the “Claims Date”).
Creditors have a right to enforce a Security or Trust if it was created on or before the Record Date and
is recognised as applying to Scheme Assets.
If the Scheme Administrators disallow a Scheme Claim, in whole or in part, a Scheme Creditor may
request that his Scheme Claim be dealt with by an adjudication procedure in accordance with the
Scheme to determine his Scheme Claim against the Bank.
A Scheme Claim will not include amounts of interest accrued after the Record Date. No further claim
for interest can be made by a Scheme Creditor against the Bank whether pursuant to the Scheme or
otherwise unless interest is payable due to all Admitted Scheme Claims having been paid in full.
Scheme Creditors and the Bank can rely on Set-off working in the same way as it would if the winding
up of the Bank had commenced on 21 February 1991, being the date the Provisional Liquidators were
appointed.
RAFIDAIN BANK (IN PROVISIONAL LIQUIDATION)
CLAIM FORM
IN THE HIGH COURT OF JUSTICE
CHANCERY DIVISION
COMPANIES COURT
CASE NO. 8577 OF 2007
1.
Name of Creditor:
..................................................................................
2.
Address for further correspondence:
.................................................................................
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3.
UK Limited Company Registration Number of Creditor (if applicable):
.................................................................................
4.
Total amount of Creditor’s claim at 21 February 1991 which is outstanding at the Effective Date:
(NOTE 1)
(include any VAT (if applicable) and interest (if applicable) up to 21 February 1991)
(excluding interest after 21 February 1991)
(state the currency in which the claim is denominated):
5.
What goods and services were provided:
.................................................................................
.................................................................................
.................................................................................
.................................................................................
6.
Summary of any attached documents by reference to which the claim can be substantiated:
.................................................................................
.................................................................................
.................................................................................
.................................................................................
.................................................................................
7.
Particulars of how and when the debt was incurred together with supporting documentation:
For Letter of credit claims, please provide:
- Letter of credit number
- Name and address of issuing Bank
- Name and address of confirming/advising Bank
- Date documents presented
- Date documents accepted
For inter-Bank loans, please provide:
- Bank statements evidencing loans
- Loan documentation
- Details of interest accrued and outstanding prior to the Record Date (21 February 1991)
For other claims against the Bank, please provide copies of invoices or any other documentation
which supports the claim being submitted.
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.................................................................................
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8.
Signature of Creditor or person authorised to act on behalf of the Creditor:
Name in BLOCK CAPITALS:
Position:
.................................................................................
.................................................................................
.................................................................................
NB - Claim Forms must be submitted to PricewaterhouseCoopers LLP at Plumtree Court, London EC4A 4HT, United Kingdom marked for the
attention of Michael Gercke or David Chubb on or before the Claims Date (as defined in the Scheme), by facsimile transmission to facsimile number
+44 (0) 207 212 6800 marked for the attention of Michael Gercke or David Chubb or by email to rafidain.bank@uk.pwc.com by the same time on the
same date provided that the original forms are received by the above contacts by the Claims Date. Please note that if originals of faxed or emailed
Claim Forms are not received within the time prescribed, they will be excluded.
NOTE 1 - If your claim is after set-off against amounts owed by you to the Bank, please provide details of the set-off
APPENDIX 5 - CURRENCY CONVERSION TABLE
US Dollar Scheme Exchange Rates as at 21 February 1991 for the purposes of Distributing Scheme
Assets to Scheme Creditors with Admitted Scheme Claims
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