COURT
FILE
NO.[
I
N
THE
ROYAL
COURT
OF
JERSEY
(
SAMEDI
DIVISION)
I
N
THE
MATTER
OF
THE
REPRESENTATION
OF
LYDIAN
INTERNATIONAL
LIMITED
A
ND
IN
THE
MATTER
OF
THE
LETTER
OF
REQUEST
FROM
THE
ONTARIO
SUPERIOR
C
OURT
OF
JUSTICE
REPRESENTATION
T
he
Representation
of
Lydian
International
Limited
("Lydian
International")
shows
as
f
ollows
THAT:
1
.
This
is
a
Representation
by
Lydian
International,
pursuant
to
the
principles
of
comity
a
nd
reciprocity,
for
the
recognition
of
Canadian
insolvency
proceedings
to
which
it
i
s
subject.
2
.
By
this
Representation,
Lydian
International
seeks
orders
that:
a
.
the
appointment
and
powers
of
its
Ontario
Court
(as
defined
below)
appointed
o
fficer,
the
Monitor
(as
defined
below)
be
recognised
in
Jersey;
b
.
The
directions
and
orders
of
the
Ontario
Court
that
no
proceeding
or
e
nforcement
process
in
or
out
of
any
court
or
tribunal
be
commenced
or
c
ontinued
against
or
in
respect
of
Lydian
International
or
the
Monitor,
except
w
ith
the
written
consent
of
Lydian
International
and
the
Monitor,
or
with
leave
o
f
the
Ontario
Court,
be
recognised;
c
.
The
directions
and
orders
of
the
Ontario
Court
that
Lydian
International
shall
r
emain
in
possession
and
control
of
its
current
and
future
assets,
undertakings
a
nd
properties
of
every
nature
and
kind
whatsoever
in
Jersey
be
recognised;
D
d.
The
directions
and
orders
of
the
Ontario
Court
that
Lydian
International
shall
c
ontinue
to
carry
on
business
in
a
manner
consistent
with
the
preservation
of
i
ts
business
and
property,
be
recognised;
e
.
The
directions
and
orders
of
the
Ontario
Court
that
Lydian
International
is
a
uthorised
and
empowered
to
continue
to
retain
and
employ
the
employees,
c
onsultants,
agents,
experts,
accountants,
counsel
and
such
other
persons,
be
r
ecognised.
2
.
Lydian
International
is
a
corporation
continued
under
the
laws
of
Jersey
from
the
P
rovince
of
Alberta,
Canada
pursuant
to
the
Companies
(Jersey)
Law
.T
991
(Lydian
I
nternational
was
originally
incorporated
under
the
Business
Corporations
Act
i
(
Alberta)).
Lydian
International's
registered
number
is
99477
and
its
registered
o
ffice
is
located
at
Bourne
House
1st
Floor,
Francis
Street,
St
Helier,
Jersey.
3
.
By
an
order
dated
the
23
December
2019
("CCAA
Order")
of
the
Ontario
Superior
C
ourt
of
Justice
("Ontario
Court")
granted
by
Chief
Justice
o~
Ontario
Geoffrey
M
orawetz,
Lydian
International,
Lydian
Canadian
Ventures
Corporation,
and
Lydian
U
.K
Corporation
Limited
(collectively,
the
"Debtors")
were
granted
protection
from
t
heir
creditors
in
Canada
under
the
federal
Companies'Creditors
Arrangement
Act,
R
.S.C.
1985,
c.
C-36
(Canada)
("CCAA")
on
the
grounds
that
they
were
unable
to
p
ay
their
debts.
Certain
other
non
-applicant
entities
were
also
granted
a
stay
of
p
roceedings
)
(together
with
the
Debtors,
the
non
-applicant
entities
are
the
"Lydian
G
roup").
4
.
Alvarez
&
Marsal
Canada
Inc.
was
appointed
by
the
Ontario
Court
as
the
monitor
,~
(
the
"Monitor"),
an
officer
of
the
Ontario
Court,
to
monitor
the
business
and
f
inancial
affairs
of
the
Debtors
pursuant
to
the
CCAA
and
to
report
to
the
Ontario
C
ourt
from
time
to
time.
5
.
~'he
CCAA
Order
granted
a
"Stay
Period"
until
2
January
2020,
whereby
no
creditor
e
nforcement
or
other
actions
could
be
taken
against
the
Debtors
to
alter
the
status
q
uo.
By
a
further
order
dated
2
January
2020,
the
Ontario
Court
extended
the
stay
o
f
proceedings
until
23
January
2020,
subject
to
further
order
of
the
Ontario
Court.
A
further
order
was
made
by
the
Ontario
Court
at
a
return
hearing
on
23
January
2
020,
extending
the
stay
of
proceedings
until
2
March
2020.
L
ydian
Armenia
CJSC,
Lydian
Resources
Armenia
Limited,
Lydian
International
Holdings
Lim(ted
and
Lydian
U.S.
Corporation.
2
6.
The
CCAA
Order
provides,
inter
alia,
that:
-
a.
The
Debtors,
including
Lydian
International,
are
companies
to
which
the
CCAA
a
pplies,
shall
enjoy
certain
of
the
benefits
and
the
protections
provided
for
in
t
he
CCAA
Order,
and
shall
remain
in
possession
and
control
of
their
current
and
f
uture
assets,
undertakings,
and
properties
of
every
nature
and
kind
w
hatsoever,
and
wherever
situate
including
all
proceeds
thereof
"the
Property"
(
paragraphs
2
and
3
of
the
CCAA
Order)
without
interference
by
any
person
or
p
arty;
b
.
The
Monitor
has
broad
powers
including
full
and
complete
access
to
the
Debtor's
P
roperty
including
the
premises,
books,
records,
data
(including
in
electronic
f
orm)
and
other
financial
documents
of
the
Debtors
in
order
to
assess
the
D
ebtor's
business
and
financial
affairs
or
to
perform
its
duties
arising
under
the
C
CAA
Order
(see
e.g,
paragraph
22(d)
of
the
CCAA
Order)
and
to
report
to
the
O
ntario
Court
in
respect
thereof;
and
c
.
Pursuant
to
paragraph
42,
the
Debtors
and
the
Monitor
are
authorised
to
apply
t
o
the
Royal
Court
of
Jersey
for
recognition
and
assistance
in
carrying
out
the
t
erms
of
the
CCAA
Order.
The
same
paragraph
provides
that
"the
Monitor
is
a
uthorized
and
empowered
fo
act
as
a
representative
in
respect
of
the
within
p
roceedings
for
the
purpose
of
having
these
proceedings
recognized
in
a
j
urisdiction
outside
Canada".
7
.
By
the
CCAA
Order
the
Honourable
Geoffrey
B.
Morawetz,
Chief
Justice
of
the
O
ntario
Court
issued
a
letter
of
request
to
the
Royal
Court
ofi
Jersey
asking
the
R
oyal
Court
of
Jersey
to
assist
the
Ontario
Court.
8
.
At
the
return
hearing
on
23
January
2020
the
Ontario
Court,
of
its
own
volition,
r
evised
the
letter
of
request
by
making
certain
minor
amendments
to
it
and
issued
a
replacement
version
(the
"Letter
of
Request").
The
Letter
of
Request
asks
for
t
he
Royal
Court
to
make
orders
in
the
following
terms:
-
a.
By
recognising
the
appointment
of
the
Monitor
by
the
Ontario
Court
with
such
a
ppointment
to
be
registered
in
the
Rolls
of
the
Royal
Court
of
Jersey
in
respect
o
f
Lydian
International;
b
.
By
recognising
the
rights
and
powers
of
the
Debtors
and
Monitor
in
respect
of
t
he
Property
and
business
of
Lydian
International;
3
c.
By
declaring
that
no
action
shall
be
taken
or
proceeded
with
against
Lydian
I
nternational
except
by
leave
of
the
Ontario
Court
on
notice
to
all
affected
p
arties,
the
Debtors
and
the
Monitor,
and
subject
to
such
terms
as
the
Ontario
C
ourt
may
impose;
and
d
.
By
granting
such
further
or
other
relief
as
it
thinks
fit
and
in
aid
of
the
Debtors
a
nd
the
Monitor
and
the
reorganisation
of
Lydian
International.
9
.
Pursuant
to
paragraph
7
of
the
Letter
of
Request,
the
Honourable
Geoffrey
B.
M
orawetz,
Chief
Justice
of
the
Ontario
Court,
has
confirmed
that,
as
a
matter
of
i
nternational
comity,
the
courts
of
Canada
may
give
effect
to
orders
made
by
the
R
oyal
Court
of
Jersey
relating
to
the
bankruptcy
of
an
individual
or
company
(save
f
or
the
purpose
of
enforcing
the
fiscal
laws
of
Jersey).
1
0.
The
Ontario
Court
has
sought,
by
the
Letter
of
Request,
for
the
rights
and
powers
o
f
the
Debtors
and
Monitor
pursuant
to
the
CCAA
Order
to
be
recognised
in
respect
o
f
Lydian
International
(see
paragraph
7(b)
above).
However,
the
terms
of
the
C
CAA
Order
are
wide-ranging
and
grant
powers
that
are
not
immediately
required
i
n
Jersey.
Accordingly,
the
orders
sought
to
be
recognised
by
this
Representation
a
re
necessarily
narrower
in
scope
than
the
terms
of
the
Letter
of
Request;
with
l
iberty
to
apply
to
the
Royal
Court
for
further
assistance
in
due
course.
The
specific
o
rders
sought
afford
Lydian
International
protection
from
its
creditors,
recognise
t
he
appointment
of
the
Monitor
in
Jersey,
and
specifically
provide
that
its
business
a
nd
assets
are
to
remain
in
its
own
possession
(consistent
with
the
wider
CCAA
r
eorganisation
taking
place
in
Canada).
f
~
1
1.
The
Lydian
Group's
loan
agreements
are
governed
primarily
by
the
laws
of
the
P
rovince
of
Ontario.
It
is
a
holding
company
and
carries
oufi
no
substantive
business
a
ctivities.
Its
lenders
and
substantial
creditors
are
ail
based
in
Canada.
The
n
ominal
assets
that
it
may
own
in
Jersey
are
office
effects
and
files
at
its
offices.
M
ourant
Ozannes
is
a
creditor
in
Jersey,
albeit
its
fees
are
being
paid
from
time
to
t
ime.
Link
Asset
Services
provides
Lydian
International
with
registered
office
s
ervices
in
Jersey
and
its
fees
are
also
being
paid
from
time
to
time.
1
2.
Lydian
International
has
been
advised
that
the
Royal
Court
has
power
to
give
s
anction
to
the
Letter
of
Request
and
the
contents
of
this
Representation
by
exercise
o
f
its
inherent
jurisdiction
in
insolvency
matters
and
having
regard
to
the
principles
o
f
comity.
4
WHEREFORE
Lydian
International
prays
that
the
Royal
Court
do
make
the
f
ollowing
Orders
and
declarations:
1
3.
That
the
substantive
hearing
of
the
Representation
be
listed
for
2pm
on
25
February
2
020;
1
4.
That
Alvarez
&
Marsal
Canada
Inc.,
in
its
capacity
as
the
Monitor
of
Lydian
I
nternational,
Lydian
Canada
Ventures
Corporation
and
Lydian
U.K.
Corporation
L
imited
be
convened
to
the
hearing
of
this
Representation
and
served
with
the
R
epresentation
and
Affidavits
in
support
thereof;
1
5.
That
Lydian
International
provide
notice
of
these
proceedings
to
the
creditors
i
dentified
in
the
CCCA
Order
and
that
Lydian
International
shall
further
inform
such
c
reditors
that
if
they
wish
to
participate
in
the
proceedings,
they
will
be
required
to
a
pply
to
the
Royal
Court
for
permission
to
do
so
on
or
before
18
February
2020;
1
6.
That
at
the
substantive
hearing
of
the
Representation,
the
Royal
Court
makes
the
f
ollowing
orders:
a
.
The
appointment
of
Alvarez
&
Marsal
Canada
Inc.
as
the
Monitor
of
Lydian
I
nternational
pursuant
to
the
CCAA
Order,
as
an
officer
of
the
Ontario
Court,
be
r
ecognised
and
the
appointment
of
the
Monitor
be
notified
to
the
Jersey
Financial
S
ervices
Commission.
b
.
The
directions
and
orders
of
the
Ontario
Court
that
Lydian
International
shall
r
emain
in
possession
and
control
of
its
current
and
future
assets,
undertakings
a
nd
properties
of
every
nature
and
kind
whatsoever
in
Jersey
be
recognised.
c
.
The
directions
and
orders
of
the
Ontario
Court
that,
subject
to
further
Order
of
t
he
Ontario
Court,
Lydian
International
shall
continue
to
carry
on
business
in
a
m
anner
consistent
with
the
preservation
of
its
business
(the
"Business')
and
P
roperty,
be
recognised.
d
.
The
directions
and
orders
of
the
Ontario
Court
that
Lydian
International
is
a
uthorised
and
empowered
to
continue
to
retain
and
employ
the
employees,
c
onsultants,
agents,
experts,
accountants,
counsel
and
such
other
persons
(
collectively
"Assistants")
currently
retained
or
employed
by
them,
with
liberty
t
o
retain
such
further
Assistants
as
they
deem
reasonably
necessary
or
desirable
in
the
ordinary
course
of
business
or
for
the
carrying
out
of
the
terms
of
the
C
CAA
Order,
be
recognised.
e
.
The
directions
and
orders
of
the
Ontario
Court
that
no
proceeding
or
e
nforcement
process
in
or
out
of
any
court
or
tribunal
be
commenced
or
c
ontinued
against
or
in
respect
of
Lydian
International
or
the
Monitor,
or
a
ffecting
the
Business
or
the
Property,
except
with
the
written
consent
of
Lydian
I
nternational
and
the
Monitor,
or
with
leave
of
the
Ontario
Court,
be
recognised.
1
7.
Such
further
or
other
relief
as
the
Royai
Court
thinks
fit
in
aid
of
the
Monitor
and
L
ydian
International
Limited;
1
8.
Lydian
International
and
any
party
affected
by
this
Representation
shall
have
liberty
t
o
apply;
and
1
9.
Such
orders
as
to
costs
as
the
Royal
Court
deems
fit.
f
~+
D
ated
this(3~
day
of
~~,~~~,~
2020
A
dvocate
S
ephen
Alexander
A
dvocate
for
Lydian
International
L
ydian
International's
address
for
service
is:
M
ourant
Ozannes
2
2
Grenville
Street
S
t
Helier
J
ersey
J
E4
8PX
R
ef:
Advocate
Stephen
Alexander/
Max
Galt
6