Wong Joo Wan (in his capacity as judicial manager of Bravo Building Construction Pte Ltd (under judicial management)) v Bravo Building Construction Pte Ltd (under judicial management)

[1] This is an application by Mr Wong Joo Wan (the “applicant”), who is the judicial manager of Bravo Building Construction Pte Ltd (“Bravo”), for three primary orders in respect of his judicial management. These orders are that: (a) the applicant be given an extension of 60 days from 7 May 2024 to put forward a Statement of Proposals (“SOP”), (b) the judicial management of Bravo be extended for 60 days from 5 August 2024, and (c) the applicant’s appointment as the judicial manager of Bravo be extended for 60 days from 5 August 2024. The applicant had sought an urgent hearing in respect of these orders because he had to put forward the SOP to the creditors by 7 May 2024 pursuant to s 107(1) of the Insolvency, Restructuring and Dissolution Act 2018 (2020 Rev Ed) (“IRDA”).

[2] While Bravo’s known creditors take no position on the applicant’s application, I still need to be independently satisfied that the orders sought should be granted. Having considered the matter, I allow the applicant 60 days from 7 May 2024 to put forward a SOP. However, I do not allow the other orders sought by the applicant. Since this concerns a point of practice, I provide these brief reasons for my decision.

[3] I begin with the background facts as put forth by the applicant. On 8 January 2024, Bravo was placed under interim judicial management under a different interim judicial manager. On 7 February 2024, Bravo was placed under judicial management with the applicant appointed as the judicial manager.

[4] The applicant then reviewed Bravo’s books and records. According to him, he discovered that Bravo’s main assets are two properties located in Geylang (the “Properties”). The Properties are mortgaged to Aik Chuan Investment Pte Ltd (“Aik Chuan”).

[5] On 7 March 2024, the solicitors for Supreme Hospitality Pte Ltd (“Supreme”) and Mr Lawrence Leow Chin Hin (“Mr Leow”), who are both creditors of Bravo, wrote to the applicant. They enquired whether the completion of the sale and purchase of the Properties was to proceed on 28 March 2024. The applicant claims that this was the first time he heard of this matter.

[6] Having reviewed the documents, the applicant observed that Bravo had issued an Option to Purchase (“OTP”) dated 14 July 2023 to Supreme for the sale and purchase of the Properties. The sale price was stated to be $8m. In particular, recital A(d) of the OTP provides that the sale and purchase of the Properties is subject to, among other things, “written evidence satisfactory to [Supreme] that 80% of the Sale Price [ie, $6.4m] … is sufficient to discharge and fully repay the existing mortgagee, [Aik Chuan]”.

[7] On 28 July 2023, Supreme exercised the OTP. It paid $1m to a third party, 1 Alpha Capital Pte Ltd. Further, $2,312,000 was paid to and/or set-off for the benefit of third parties. This reduced the balance sale consideration to be $4,688,000.

[8] Between 9 and 14 March 2024, the applicant exchanged emails with Aik Chuan’s solicitors. The applicant’s understanding is that Aik Chuan was not informed of the purported sale of the Properties until 7 February 2024. Further, 80% of the Sale Price was not enough to discharge and fully repay Bravo’s debts owed to Aik Chuan. Finally, Aik Chuan was concerned with the payments and set-offs to the third parties mentioned above.

[9] Aik Chuan thereafter gave the applicant its consent to conduct a sale of the Properties by way of a closed tender. However, on 16 April 2024, the solicitors for Supreme and Mr Leow demanded that Bravo and the applicant proceed with the completion under the OTP.

[10] Apart from the purported sale of the Properties, the applicant also received a letter dated 18 April 2024 from a potential white knight investor who may support a scheme of arrangement to restructure Bravo’s liabilities. The potential investor stated that it was prepared to do so by injecting $3.5m for payment to Bravo’s creditors.

[11] In light of the facts above, the applicant submits that he requires more time to (a) resolve the issues surrounding the Properties, especially since there appears to be different versions of facts on the matter, and (b) engage with the potential white knight investor on a scheme of arrangement.

[12] The applicable legal principles can be stated briefly.

[13] First, as the High Court stated in PT Bank Negara Indonesia (Persero) TBK, Singapore Branch v Farooq Ahmad Mann (in his capacity as judicial manager) and another and other mattters [2024] 3 SLR 1199 at [59], s 107 of the IRDA sets out the requirement for a judicial manager to put forward his SOP within 90 days after a company is put under judicial management. More specifically, s 107(3)(a) provides that “a judicial manager may obtain an extension of the period specified in subsection (1) or (2) … by making an application at any time to the Court”. This extension should be allowed where there is good reason (see the English High Court decision of Re Bulb Energy Ltd [2021] EWHC 3680 (Ch) (“Re Bulb Energy Ltd”) at [47]). For instance, in Re Bulb Energy Ltd, the court (at [47]) raised the example of “when an administrator can point to events in complex inter-company and international seismic insolvencies to argue that he had good reason not to file the statement of proposals within the eight-week period”.

(d) How would the creditors’ interests be affected by, and what are the creditors’ views regarding, the extension sought?

[19] Coming to the present facts, I allow the applicant 60 days from 7 May 2024 to put forward a SOP. I am persuaded that there are good reasons to extend the timeline stipulated in ss 107(1) and (2) of the IRDA for the applicant to put forward a SOP because of the conflicting facts surrounding the Properties concerned, as well as the emergence of the potential white knight investor. The applicant legitimately requires more time to look into, especially the sale of the Properties, before he is in a position to put forward a strategy for achieving one or more of the purposes of judicial management.

The other orders sought are not allowed as it is unclear if an extension will lead to the achievement of one or more purposes of judicial management