Defi Payments Pte. Ltd. (“Defi Payments”) has made an application to the General Division of the High Court under section 64 of the Insolvency, Restructuring and Dissolution Act 2018 (“IRDA”). The application (HC/OA 318/2022) will be heard at 4.00pm (8.00am GMT) on 1 August 2022.
2 In view of the possible large attendance at the hearing, the hearing has been scheduled to be conducted as a Zoom webinar. All concerned who may be affected by the orders sought in the application and who wish to attend the hearing must register with Rajah & Tann Singapore LLP, the solicitors on record for Defi Payments, before the close of business on 28 July 2022 (Singapore time). Rajah & Tann Singapore LLP are required to provide the court with a list of all registrants by the close of business on 28 July 2022 (Singapore time).
3 Those registered for the hearing must log-in using a Zoom account one hour before the scheduled hearing time. Do note that only one device can be used for each who is registered to attend. With the court’s permission, those registered for the hearing may address the court. Do note that watermarking technology will be used and any unauthorised recording or dissemination of video/audio footage of the hearing is prohibited and may be the subject of thorough investigations that can result in civil or criminal liability.
4 The court has directed for the application to be heard in open court. Interested members of the public and media may view the Zoom webinar that will be displayed in Court 5C to observe the hearing.
5 Please see attached for a summary of the case and a brief explanation of section 64 of the IRDA. The information provided in the attached is only to facilitate understanding of the proceedings and does not constitute legal advice.
Dated: 27 July 2022
Defi Payments Pte. Ltd.
Originating Application No. 318 of 2022
1. On 8 July 2022, Defi Payments Pte. Ltd. (“Defi Payments”) filed an application under section 64 of the Insolvency, Restructuring and Dissolution Act 2018 (“IRDA”) for the following orders:
(a) For a period of six months from the date of the application or until further order:
(i) No resolution shall be passed for a winding up of Defi Payments;
(ii) No appointment shall be made of any receiver or manager over any property or undertaking of Defi Payments;
(iii) No proceeding, whether before a court, arbitral tribunal or administrative agency, and whether current, pending or threatened against Defi Payments, shall be commenced or continued against Defi Payments, except with the leave of the Court and subject to such terms as the Court imposes;
(iv) No execution, distress or other legal process may be commenced, continued or levied against any property of Defi Payments, except with the leave of the Court and subject to such terms as the Court imposes;
(v) No step may be taken to enforce any security over any property of Defi Payments or to repossess any goods held by Defi Payments under any chattels leasing agreement, hire purchase agreement or retention of title agreement, except with the leave of the Court and subject to such terms as the Court imposes; and
(vi) No right of re-entry or forfeiture under any lease in respect of any premises occupied by Defi Payments shall be enforced or exercised (including any enforcement pursuant to section 18 or 18A of the Conveyancing and Law of Property Act 1886), except with the leave of the Court and subject to such terms as the Court imposes
(the “Moratorium Order”).
(b) The Moratorium Order shall apply to any person in Singapore or within the jurisdiction of the Court, whether the act takes place in Singapore or elsewhere.
(c) Defi Payments or any party subject to the Moratorium Order shall be at liberty to apply for such further or other directions as may be necessary.
(d) Such further and other relief, orders or directions as the Court deems fit.
2. According to Defi Payments, it is part of a group of companies that form the Vauld group of companies (the “Vauld Group”), which provides online services over its website, its associated mobile application and its application programming interfaces relating to cryptocurrencies.
3. The application has been fixed for hearing at 4.00pm (8.00am GMT) on 1 August 2022 (Monday), before the Honourable Justice Aedit Abdullah.
A brief explanation of section 64 of the Insolvency, Restructuring and Dissolution Act 2018
The following is a simplified description of section 64 of the Insolvency, Restructuring and Dissolution Act 2018 (“IRDA”) for the benefit of unrepresented creditors, so that they have an understanding of what it involves. Nuances and details are left out, so specific legal advice should be sought as appropriate. This simplified version should not be cited as authority in Court.
(a) Section 64 of the IRDA provides a moratorium protecting the company. The moratorium is like a shield protecting the company from legal proceedings. No legal proceedings can be started or continued against the company while this shield is in place. The aim is to allow the company to have time and space to develop a proposal to restructure its debts. Restructuring usually means that the debts may not be paid fully or paid over a longer period of time.
(b) An automatic moratorium or shield comes into being when the company first files its application under section 64 of the IRDA. This automatic shield lasts for 30 days, and may only be extended by application to the Court.
(c) The Court in deciding whether to allow an extension usually considers whether the proposal is likely to be feasible, and whether it is likely to obtain support from the creditors. The details of the proposal do not have to be totally fleshed out. Just enough detail needs to be given for the Court to be able to consider its feasibility. As for support, at this stage, it just needs to be shown that it will be acceptable to most creditors. A broad assessment is carried out at this time.
(d) The proposal to restructure the company’s debts may have already been prepared, or more usually, is in the process of being prepared. Creditors will usually weigh what they can get out of the proposal against what they may be able to get in a winding-up of the company.
(e) The proposal will be put to a vote of the creditors involved. The requirements for this part of the process will not be covered here, and is covered by section 210 of the Companies Act 1967.
(f) If the moratorium is not extended, legal proceedings against the company may be started or continued against the company. If the company loses these proceedings, the other parties to the proceedings may try to enforce against the assets of the company, and this may lead eventually to applications to wind up the company, that is, put the company out of existence and distribute its remaining assets among all creditors.
(g) Creditors may support an extension of the moratorium if they support the company’s restructuring. They may take a neutral stance if they are not sure yet. Or they may oppose the extension if they think the moratorium serves no purpose and will not put the company in a better position.
(h) As this is an application under section 64 of the IRDA, the Court cannot deal with other issues, including any claim for repayment of cryptocurrency or damages from the company. The Court is only able to deal with issues about whether the moratorium should be extended.
(I) The Court needs to remain impartial and cannot give legal advice or assistance to any party (including any lay creditors).