239 Arrangements between cells affecting cellular assets, etc

(1) For the avoidance of doubt, a protected cell company may, in the ordinary
course of its business or the business attributable to any of its cells, effect

an arrangement within the meaning of subsection (2).


(2) An „arrangement“ is dealing with, or a transfer, disposition or attribution
of, the cellular or core assets of a protected cell company which has effect
—

(a) as between any of the company‘s cells;

(b) as between the core and any of its cells;

(c) as between the company and the core; or

(d) as between the company and any of its cells,

but an arrangement does not include a transaction between the company
and another person.

(3) The Court, on the application of any person mentioned in subsection (4),
and on such terms and conditions as it thinks fit, may make, and
subsequently vary, rescind, replace or confirm, an order in respect of —

(a) the execution, administration
arrangement; or

(b) any cellular or core assets of a protected cell company subject
to, or affected by, an arrangement, including (without
limitation) an order as to their attribution, transfer, disposition,
tracing, vesting, preservation, application, recovery or delivery.

(4) An application for an order under subsection (3) may be made by —

(a) the protected cell company;

(b) a director, liquidator or administrator of the company;

(c) the receiver or administrator of any cell of the company
affected by the arrangement;

(d) a manager of the business of the company;

(e) a manager of the business of or attributable to any cell of the
company affected by the arrangement; or

(f) with leave of the Court, any other person who has, directly or
indirectly, some interest in, or who is otherwise affected by, the
arrangement.

(5) A protected cell company shall, in respect of an arrangement, make such
adjustments to its accounting records, including those of or attributable
to its cells, as may be necessary or expedient.


(6) For the avoidance of doubt —

(a) the adjustments referred to in subsection (5) may include the
transfer, disposition or attribution of assets, rights and liabilities
of the protected cell company —

(i) as between any of the company‘s cells;

(ii) as between the core and any of its cells;

(iii) as between the company and the core; or

(iv) as between the company and any of its cells but without
prejudice to the singular legal personality of the
company; and

(b) the effecting of an arrangement does not require a cell transfer
order.

(7) An order under subsection (3) may be made ex parte.

(8) This section has extra-territorial application.