BEFORE: The Honourable Justice Gerhard Wallbank
DATED: 10 December 2020
ENTERED:  December 2020
a. 100% of the shares in the capital of PIA Investments Limited, BVI Company Number 2719 ("PIA BVI");
b. 100% of the shares in the capital of PIA Hotels Limited, BVI Company Number 1529741 ("PIA Hotels"); and
c. 40% of the shares in the capital of Minhal Incorporated, BVI Company Number 136242 ("Minhal")
(collectively, the "Shares") (PIA BVI, PIA Hotels and Minhal hereinafter collectively referred to as the "BVI Companies").
a. Authorising, accepting, recording or otherwise amending the shareholding of the BVI Companies on their respective Registers of Members or otherwise, and generally from taking any steps that could diminish the value or encumber the shareholdings in the BVI Companies below a value of US$3,114,339,607.50; and
b. Taking any steps to authorise, allow, or permit the transfer of domicile of the BVI Companies outside of the jurisdiction. The Seventh and Eighth Respondents are also:-
c. Ordered to inform the Receiver and Tethyan of any enquires from or on behalf of the BVI Companies or any of them about taking such action or any instructions to take or prepare to take such actions regardless of the source of those instructions within 24 hours of their receipt (or by 4pm on the next working day if the said instructions are received on a non-working day); and
d. Ordered to inform the Receiver and Tethyan of any instructions to do so regardless of the source of those instructions within 24 hours of their receipt (or by 4pm on the next working day if the said instructions are received on a non-working day).
a. Transferring or dealing in their shares registered in the name of PIA Pakistan (or, in the case of PIA Hotels, PIA BVI) or taking steps to continue or redomicile themselves to another jurisdiction; and
b. Undertaking any act or omission which could diminish the value or encumber the assets of the BVI Companies below the value of US$3,114,339,607.50,
PROVIDED THAT the BVI Companies may deal with their assets in the ordinary course of their respective businesses the foregoing notwithstanding.
a. Roosevelt Hotel, 45 E 45th St, New York, NY 10017, United States; and
b. Hotel Scribe, 1 Rue Scribe, 75009 Paris, France (together, the "Properties").
i. maintain and/or procure compliance with the other terms of this Order;
ii. investigate and ascertain the nature, whereabouts and identity of the assets of each of PIA BVI and PIA Hotels and of any other claims to those assets, and then to ensure that PIA BVI and PIA Hotels comply with the terms of this Order;
iii. collect, recover, get in and preserve all money due to each of PIA BVI and PIA Hotels that flow from their interest in the Shares of their subsidiaries whether by way of dividend or otherwise, and assets to which each of the First to Fifth Respondents is entitled; and
iv. to exercise the right to vote the shares of PIA BVI and PIA Hotels’ subsidiaries to remove and replace the directors thereof with a director answerable to the Receiver; and to in turn procure such replacement director(s) of the subsidiaries of PIA BVI and PIA Hotels to vote the shares of any company that they own so as to avail the Receiver of the power to take charge of any company down any chain of layered companies - so that the Receiver may take charge of any and all assets of PIA BVI and PIA Hotels which are directly or indirectly or legally or beneficially owned or controlled by either of them and which are held at any point down a layered corporate structure wheresoever or howsoever to the bottom (e.g. to the level of the Properties).
a. to give notice of his appointment to such persons as he may deem necessary;
b. to require any registered agent or former registered agent, director or officer of PIA BVI and PIA Hotels or of any subsidiary of PIA Hotels or PIA BVI to supply all and any information and documentation to the Receiver concerning the affairs of PIA BVI and PIA Hotels which the Receiver might reasonably require for the purposes of the Receiverships;
c. to open a bank account in the name of each of PIA BVI and PIA Hotels, save that he shall not be permitted to borrow money or incur bank liabilities (other than pursuant to banking arrangements that were subsisting at the time of this Order) in the name of any of PIA BVI and PIA Hotels;
d. to vote any shares held by PIA BVI and PIA Hotels in any of their subsidiaries. To avoid any doubt, in the event that the Receiver acts through the First to Eighth Respondents to change the directors of any of PIA BVI or PIA Hotels’ direct or indirect subsidiaries and to appoint a corporate vehicle or natural person controlled by, or acting under the instructions of, the Receiver to the Board of PIA BVI’s and/or PIA Hotels’ subsidiaries, it shall be within his power as Receiver of the assets of PIA BVI and PIA Hotels to act in the names of those subsidiaries to vote the shares of PIA BVI’s and PIA Hotels' direct and indirect subsidiaries;
e. to change any banking mandate held in respect of any bank account maintained by any of PIA BVI and PIA Hotels, subject to the provision in sub paragraph (c) above;
f. to take and defend other proceedings in his own name or in the names of any of PIA BVI and PIA Hotels in such jurisdiction or jurisdictions as he may deem necessary, with the sanction of this Court;
g. to seek recognition of his appointment in such jurisdiction or jurisdictions as he may deem necessary;
h. to obtain such approvals or authorisations, whether judicial or otherwise, and whether in his own name or in the name of PIA BVI or PIA Hotels or each or all of them, as may be necessary or expedient to enable him to exercise their powers within any jurisdiction;
i. to instruct legal representatives to act for and in the name of PIA BVI and/or PIA Hotels or each or all of them in any jurisdiction and for that purpose to execute in the name and on behalf of PIA BVI or PIA Hotels or each or all of them all necessary documents;
j. to execute in the name and on behalf of PIA BVI and PIA Hotels or each or all of them such documents as may be required to enable him to carry out his duties under this order and to achieve the purposes for which he was appointed, subject to the qualifications herein;
k. notwithstanding the terms of the injunctive relief set out in paragraphs 5, 6 and 7 of this order, to assign, transfer or otherwise deal with the assets of the PIA BVI and/or PIA Hotels including to transfer into his own name as an officer of this Court or into the name of a corporate vehicle controlled by him such assets, in each case to be held for and on behalf of PIA BVI and/or PIA Hotels pending further order of the Court;
l. to take such steps as he may be advised and whether in the name of PIA BVI and/or PIA Hotels or each or all of them or otherwise in order to ensure that the value of PIA BVI’s and/or PIA Hotels' assets is not impaired by acts or dealings done by or on behalf of PIA BVI and/or PIA Hotels or each or all of them or any other person;
m. to do all such acts or things in the ordinary course and as he may in his discretion think necessary; and
n. to do all such other acts or things for carrying out and giving effect to his appointment as he may think necessary.
PROVIDED THAT nothing in this order shall authorise the Receiver to do anything which would be in conflict with the law of any jurisdiction in which such act is to be carried out.
AND FURTHER PROVIDED THAT nothing in this order shall authorise the Receiver to exercise the power or to act in the name of PIA BVI or PIA Hotels or each or all of them in the Specified Proceedings or in any appeals from decisions made in the Specified Proceedings. The Specified Proceedings means:
aa. these Proceedings;
bb. any other Proceedings as between the Applicant and PIA BVI and/or PIA Hotels;
cc. proceedings conducted under the auspices of the International Centre for Settlement of Investment Disputes against Pakistan in ICSID Case No. ARB/12/1 (the "ICSID Proceedings"); and
dd. such other proceedings as the Court might direct to be Specified Proceedings on an application which must be made on notice to the Applicant and to the Receiver.
a. any bank accounts maintained by them, the name and address of the bank, the account holder, the person authorised by any relevant banking mandate to operate that account, and the current balance;
b. the shares of any companies in which they might have a legal or beneficial interest, to include the name of the company, the number of shares held, the percentage shareholding, the names and contact details of any other shareholders, and the jurisdiction of incorporation;
c. any dividends due and declared or payable to them; and
d. any debts due or sources of credit currently available to them.
a. A statement setting out the monthly operating expenses (broken down into separate operating expenses) and revenue earned by them, respectively, over the past 6 years;
b. Copies of all current and historic directorship registers for the past 6 years;
c. Copies of all current and historic shareholders and ultimate beneficial ownership registers for the past 6 years;
d. Details of all subsidiaries and the relevant shareholding in each subsidiary currently and for the past 6 years;
e. Copies of all payments to and from their bank account(s) for the past 6 years;
f. Copies of all instructions whether from directors or otherwise for the past years; and
g. Copies of all know-your-customer ("KYC") and other due diligence material.
(a) copies of the affidavits and exhibits containing the evidence relied upon by the Applicant, and any other documents provided to the Court on the making of the application;
(b) any application notice for continuation of the Order; and
(c) either an ex parte hearing note or transcript of the hearing of the application which has led to the grant of this Order.
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