NMC Specialty Hospital Ltd v OGM Medical Equipment Trading LLC [2026] ADGMCFI 0020 (20 July 2026)

Neutral Citation:	[2026] ADGMCFI 0020
Before:	Justice Sir Andrew Smith
Decision Date:	20 July 2026
Decision:	1. The Specialty Hospital DOCA binds the Respondent to the extent of, and as provided for by, its terms. 2. In accordance with the terms of the Specialty Hospital DOCA, the Respondent is deemed to have abandoned its claim against Specialty Hospital in respect of the Debt and is not entitled to enforce it. 3. The terms of the Specialty Hospital DOCA continued to bind the Respondent after 25 March 2022 and they remain valid and binding as between Specialty Hospital and the Respondent.
Hearing Date:	15 July 2026
Order:	1. The Specialty Hospital DOCA binds the Respondent to the extent of, and as provided for by, its terms. 2. In accordance with the terms of the Specialty Hospital DOCA, the Respondent is deemed to have abandoned its claim against Specialty Hospital in respect of the Debt and is not entitled to enforce it. 3. The terms of the Specialty Hospital DOCA continued to bind the Respondent after 25 March 2022 and they remain binding valid and binding as between Specialty Hospital and the Respondent. 4. Application granted. 5. No order for costs.
Catchwords:	Letters of Request. Deeds of Company Arrangement binding on creditors. Declaratory relief.
Cases Cited:	In the matter of NMC Healthcare Limited (in administration) (subject to a deed of company arrangement) and the related DOCA companies set out in Schedule A [2022] ADGMCFI 0002 NMC Healthcare Limited (in administration) (subject to a deed of company arrangement) v Noor Capital PSC [2022] ADGMCFI 0003 Noor Capital PSC v NMC Healthcare Limited (in administration) (subject to a deed of company arrangement) [2026] ADGMCFI 0004 Secure Capital Equipment LLC v NMC Healthcare Limited (in administration) (subject to a deed of company arrangement) [2026] ADGMCFI 0011
Legislation Cited:	Insolvency Regulations 2015 Insolvency Regulations 2022
Case Number:	ADGMCFI-2020-020
Parties and Representation:	*Applicant* Mr Adam Al-Attar KC (Instructed by Quinn Emanuel Urquhart & Sullivan UK LLP) *Respondent* Mr Ahmed Lasheen

JUDGMENT

1. By an application dated 3 July 2026 (the "Application") brought against OGM Medical Equipment Trading Limited (to which I shall refer as "OGM"), NMC Specialty Hospital Limited (which was formally known as NMC Specialty Hospital LLC, and to which I shall refer as "Specialty Hospital"), seeks these declarations:

"1. The Deed of Company Arrangement of [Specialty Hospital] executed on 21 September 2021 (the "DOCA") binds all Deed Company Creditors (as defined therein), including [OGM] in respect of that DOCA, to the extent and as provided for by the terms of the DOCA ...;

2. The DOCA compromised all ordinary (pre‑administration) unsecured debts of [Specialty Hospital]; and

3. The DOCA continues to bind creditors following the Restructuring Effective Date (as defined therein) and exiting administration and remains a valid and binding contract as between [Specialty Hospital] and its creditors, including OGM".

2. The Application is supported by a witness statement dated 3 July 2026 of Ms Karabeth Ann Ovenden of Quinn Emanuel Urquhart & Sullivan UK LLP, who act for Specialty Hospital. At a hearing on 6 July 2026, I directed that, if OGM wished to present evidence in opposition to the Application, it should do so by 10 July 2026, and that Specialty Hospital might present evidence in reply by 13 July 2026. On 10 July 2026, OGM filed a witness statement of Mr Maher El Gergawi, a manager and partner of OGM. On 13 July 2026, Specialty Hospital filed a second witness statement of Ms Ovenden.

3. I heard the Application on 15 July 2026. Mr Adam Al‑Attar KC represented Specialty Hospital. Mr Ahmed Lasheen, a manager and partner with OGM, spoke on its behalf. I am grateful to both for their clear and focused submissions.

4. Specialty Hospital is a company which has been registered in the Abu Dhabi Global Market ("ADGM") since September 2020. It was part of the "NMC Group", which provided medical and other services in the United Arab Emirates and elsewhere.

5. On 27 September 2020 Specialty Hospital, NMC Healthcare Limited ("NMCH"), which was its intermediate parent company, and other companies in the NMC Group registered in the ADGM were put into administration by order of this Court under the Insolvency Regulations 2015 ("IR15") and joint administrators were appointed (the "Joint Administrators"). The administrations resulted from serious financial difficulties after a major fraud that had been perpetrated on the NMC Group, and the need for urgent stabilisation of it. The Joint Administrators sought to achieve this by a restructuring plan through a scheme of inter-related Deeds of Company Arrangement under Part 1, Chapter 8 of IR 15 (the "DOCAs"), which were to be entered into by NMCH, Specialty Hospital and 33 other companies in administration (the "Scheme"). It was considered that the DOCAs presented the best way to maximise value for creditors: as I explain below, the deeds were executed and Joint Deed Administrators (the "JDAs") were appointed on 21 September 2021, and the Scheme put into effect on 25 March 2022.

6. As I said in a judgment dated 4 April 2022, NMC Healthcare Limited (in administration) (subject to a deed of company arrangement) v Noor Capital PSC [2022] ADGMCFI 0003 (at para 21), "In broad outline, the scheme of the proposed DOCAs was to allow creditors to submit claims for proof ...; and proving creditors were to share rateably in the value of the Group through instruments of entitlement in the restructured Group. A new company in the Group was to take over the subsidiary companies and through them the operating businesses, principally through transfers of shares owned by NMCH. ... Thus, the subsidiary companies were to continue as going concerns. NMCH was to continue in administration in order to collect and distribute assets so as to achieve the best result for its creditors as a whole".

7. By section 48(2)(b) of IR15, the Joint Administrators, upon their appointments, were required to publish notices of their appointments on the ADGM Registrar's website or in an English language newspaper distributed in the United Arab Emirates and available in the ADGM. On 29 September 2020 such notices were published in The National.

8. By section 48(3) of IR15, the Joint Administrators were to give notice of their appointments to each creditor of whose claim and address they were aware. However, by section 48(7) of IR 2015 the Court had power to direct that this requirement should not apply. On 16 October 2020, on the Joint Administrators' application of 12 October 2020, the Court made an order (the "Protocol Order") that the Joint Administrators might meet the requirement of section 48(3) of IR 15 through a Protocol appended to the Protocol Order (the "Protocol").

9. The Protocol Order permitted the Joint Administrators to communicate by email. It also allowed them to deliver a notice to creditors that future documents (with irrelevant exceptions) might be made available on a portal (the "Creditors Portal"), without delivering documents to each creditor separately, unless a particular creditor required otherwise. Further, the Protocol Order allowed the Joint Administrators to give the notice about documents being made available on the Creditors Portal electronically "where (i) the recipient has provided an electronic address for receipt of communications or documents from the Company or Companies or the Joint Administrators; or (ii) the recipient was, in relation to purchase orders or invoices, commonly contacted by the relevant Company or Companies at an electronic address, save that this paragraph does not apply in the case of any creditor if the Joint Administrator receive notice that the electronic notice to him was undeliverable or been delivered".

10. On 25 March 2021, the Joint Administrators announced that a "Bar Date" had been set for lodging claims in the administrations, including in that of Specialty Hospital: that is to say, they announced a date after which creditors would not be entitled to submit proofs of debt. They sent creditors emails about that announcement and advertised it in The National, the Financial Times, and Al Ittihad.

11. On 16 April 2021, the Joint Administrators gave notice through the Creditors Portal and by email to creditors that they had launched a process for obtaining the creditors' agreement to proposed Deeds of Company Arrangement. On 22 April 2021, they sent creditors emails reminding them of the Bar Date of 30 April 2021.

12. Meetings of creditors of each of the companies, including Specialty Hospital, were held on 1 September 2021, notices having been given on the Creditors Portal and by emails to the creditors, and on 27 September 2021, Specialty Hospital and 33 other companies executed the DOCAs.

13. On 25 March 2022, when the DOCA restructuring was effected, and Specialty Hospital and the 33 other companies apart from NMCH exited administration, allowing the operations of many of the hospitals and medical centres to continue. NMCH continued in administration to pursue litigation recoveries for the benefit of creditors (where it remains to this day).

14. On 4 October 2021, the JDAs of Specialty Hospital and of the other companies which had entered into the DOCAs had applied to this Court for declarations that the DOCAs had been duly executed and as to their effect. By an order of 1 April 2022 (the "April 2022 Order"), this Court granted that application. In my judgment of 1 April 2022, In the matter of NMC Healthcare Limited (in administration) (subject to a deed of company arrangement) and the related DOCA companies set out in Schedule A [2022] ADGMCFI 0002 (the "April 2022 Judgment"), I said this (at para 10):

"...while the purpose of the application for the declaratory relief in this case... is to facilitate proceedings or argument in [other] courts, a declaration of this kind is not intended to bind them or to detract from their jurisdiction to make their own decisions on any application before them as they see fit and in accordance with the applicable laws. This Court could not do that, and would not contemplate doing so. [On] the contrary, the purpose of this Court in granting declaratory relief on the application is to assist other courts and authorities in reaching their own decisions on cases that might come before them about the efficacy and effect of the DOCAs by setting out what this Court understands and determines to be their standing and effect...".

15. The Application arises out of a Letter of Request dated 4 June 2026 that this Court received from the Execution Judge of the Commercial Court of the Abu Dhabi Judicial Department (the "ADJD"). In it, the Execution Judge enquired about the April 2022 Order, and this Court responded by a letter of 10 June 2026.

16. By an email of 5 June 2026, Global Advocacy & Legal Counsel, acting for Specialty Hospital, wrote to this court seeking further guidance. On 12 June 2026 the Court responded that it could not provide further guidance at Specialty Hospital's request without a formal application. On 18 June 2026, Specialty Hospital responded that it would make an application to the Court.

17. On the same day, on 18 June 2026, the Commercial Court of the ADJD sent a further Letter of Request to this Court asking for a judgment, order or decision: "... clarifying the extent to which the judgment approving the restructuring deed [DOCA] ... is binding upon [OGM] in its capacity as a creditor, and whether the [DOCA] is binding upon creditors of [Specialty Hospital] prior to being under administration proceedings, pursuant to the laws applicable in Abu Dhabi Global Market". It asked too for: "a clarification of the effects of the decisions and judgments ... [concerning NMCH] and its associated companies included in the administration application ...".

18. This Judgment is intended both to rule upon the Application and also thereby to respond to the Letter of Request of 18 June 2026.

19. The Letters of Request relate to proceedings in the Commercial Court of the ADJD concerning the supply of medical equipment to Specialty Hospital. On 24 October 2021, OGM brought proceedings claiming monies said to be due to it. On 29 November 2021, it obtained a judgment in the sum of some AED 293,000, the remainder of the claim for some AED 220,000 being dismissed. On 22 February 2022, an execution file was opened by OGM to enforce its judgment for AED 293,000. Specialty Hospital made an objection to execution based on the provisions of its DOCA (the "Specialty Hospital DOCA").

20. I make clear that this Judgment is only concerned with the claim for AED 293,000. I say nothing about the claim for AED 220,000.

21. The first declaration sought by Specialty Hospital is that the Specialty Hospital DOCA is binding on all deed company creditors, including OGM. As is stated in the April 2022 Order (at para 4), under ADGM law the Specialty Hospital DOCA is binding on all its creditors according to its terms. This is because section 76(1) of the Insolvency Regulations 2022 ("IR 22") (like section 76 of the predecessor, IR15) provides that:

"A Deed of Company Arrangement binds all creditors of the Company, so far as concerns claims arising on or before the date specified in the Deed of Company Arrangement under section 73(4)(i) (Effect of creditors' resolution)".

See NMC Healthcare Ltd (in administration) (subject to a deed of company arrangement) v Noor Capital PSC [2022] ADGMCFI 0003 at para 22; Noor Capital PSC v NMC Healthcare Limited (in administration) (subject to a deed of company arrangement) [2026] ADGMCFI 0004 (the "Noor Case") at para 19; and Secure Capital Equipment LLC v NMC Healthcare Limited (in administration) (subject to a deed of company arrangement) [2026] ADGMCFI 0011 at para 21.

22. Section 73 (4) provides for matters which must be specified in a DOCA, including "the day (not later than the day when the administration began) on or before which claims must have arisen if they are to be admissible under the Deed of Company Arrangement". In this case, that date was 27 September 2020, the date of the Administration Order, under the definition of Deed Company Claim and Appointment Date in clause 1.1 of the Specialty Hospital DOCA. (Although there were some differences in the evidence about when Specialty Hospital incurred its liability of AED 293,000, there is no dispute that it was incurred before 27 September 2020.)

23. The second declaration sought by Specialty Hospital is about the impact of the Specialty Hospital DOCA on unsecured debts (such as that owed to OGM) to which Specialty Hospital was subject on 27 September 2020 or for which Specialty Hospital became liable by reason of an obligation incurred before 27 September 2020.

24. Clause 6.2 of the Specialty Hospital DOCA provides as follows:

"(a) Subject to Clause 6.2(b), if a Deed Company Creditor:

(i) submits or has submitted a Proof of Debt in respect of a Deed Company Claim following the Bar Date; or

(ii) fails to submit a Proof of Debt in respect of a Deed Company Claim at all,

(i) and (ii), both constituting a "Barred Claim", that Deed Company Creditor will be deemed to have abandoned its Deed Company Claim against the Deed Company and its Deed Company Claim will accordingly be extinguished.

(b) Notwithstanding (a)(i) above, the Deed Administrators may admit any Proof of Debt submitted after the Bar Date in their absolute discretion and the relevant claim will be considered by the Deed Administrators as if it was not a Barred Claim for the purposes of determining rights or entitlements under this Deed".

25. The Bar Date was defined at clause 1.1 of the Specialty Hospital DOCA as 5.00 pm (Gulf Standard Time) on 30 April 2021. A "Deed Company Creditor" is defined as "a person with a Deed Company Claim; that is to say, it includes a person with "a debt or liability payable by... [Specialty Hospital] (present or future, certain or contingent, ascertained or sounding only in damages), being a debt or claim..." for which Specialty Hospital was liable on 27 September 2020. Accordingly, OGM was a Deed Company Creditor.

26. There is no dispute that OGM did not submit a Proof of Debt by 30 April 2021. Accordingly, under clause 6.2(a) of the Specialty Hospital DOCA, it is deemed to have abandoned its claim.

27. OGM has not suggested that it is assisted by clause 6.2(b), which gives the JDAs a discretion to admit a claim after the Bar Date. This is not a case in which the discretion could properly be exercised. First, the Specialty Hospital DOCA has terminated, and there are no longer JDAs who could exercise the discretion. Secondly, if OGM had submitted a proof of debt and it had been accepted, then, as I explained in my judgment in the Noor Case, OGM would have had to comply with the subscribed procedure for receiving a distribution of the so‑called "EPM" (or Entity Priority Model) Entitlements. OGM has, of course, not done so, and it is now too late for it to do so. It would therefore be pointless for Deed Administrators (if there were any) to admit a proof of debt from OGM.

28. I therefore accept Specialty Hospital's primary argument that, under the terms of clause 6.2(a) of the Specialty Hospital DOCA, OGM is deemed to have abandoned its claim against Specialty Hospital. Mr Al‑Attar advanced an alternative argument on the basis of provisions of the Specialty Hospital DOCA about the distribution of EPM Entitlements, but in view of my conclusion about clause 6.2, I need not engage with that alternative argument.

29. In response to the Application, Mr El-Gergawy gave evidence that, as far as he is aware, OGM was not given "direct or individual notice" of the order putting Specialty Hospital into administration, an invitation to creditors to submit claims in the administration, or the execution of the Specialty Hospital DOCA. Further OGM, by its lawyer, Mr Mahmoud Nagm of Abdul Rahman Mutawa Advocates & Legal Consultants, wrote to the JDAs on 25 April 2022 notifying them of its claim (in the sum of AED330,250), asking "we ask to add our claim". According to Mr El-Gergawy, no response to that communication was received. By then, of course, the time for submitting a proof of debt was long past.

30. Mr Nagm, having received no reply to his communication of 25 April 2022, did not write further about the matter for over a year. On 17 July 2023, OGM wrote to the NMC Group asking for "a meeting ... to discuss the long-time pending payment". In a reply of 20 July 2023, a lawyer of the NMC Group wrote that Specialty Hospital had been put into administration on 27 September 2020, and that thereafter the Joint Administrators "reached out to all creditors inviting them to submit a claim", and advertised in The National, the Financial Times, and Al Ittihad. The lawyer went on to say that Specialty Hospital had entered into its DOCA and had undergone a restructuring process, writing "as the DOCA was approved by a majority of creditors, by force of law, the DOCA binds all creditors to the terms of the DOCA ...". Mr El-Gergawy explained in his evidence that OGM had not seen the advertisements or otherwise learn of the administration, the DOCAs or any deadlines for submitting claims.

31. On 26 September 2023, Mr Nagm, without referring to the July 2023 exchange, wrote about his email of 25 April 2022, "Kindly we sent to you the previous email and kindly we need the help". In response, by letter of 9 October 2023, the NMC Group responded that it gave proper notices to Specialty Hospital's creditors over the Creditors Portal.

32. On the basis of Mr El-Gergawy's evidence, Mr Lasheen submitted that OGM was never properly told about the administration or the procedure for submitting a proof of claim. I was left in no doubt that Mr El-Gergawy's and Mr Lasheen's submissions were entirely honest. However, they do not provide an answer to Specialty Hospital's arguments.

33. First, and fundamentally, their evidence and submissions do not affect the fact that, under the terms of the Specialty Hospital DOCA, which are binding on OGM, it is deemed that OGM has abandoned its claim.

34. Further, Ms Ovenden gave evidence that on 24 October 2020, after the Protocol Order permitting notice to be given to creditors through the Creditors Portal in the absence of a contrary request, OGM was sent an email to an address info@ogmsupplies.com. OGM has not been able to trace the email, and, as Ms Ovenden explained, in the time available Specialty Hospital has not been able to produce a copy of it. However, she exhibited to her witness statement a copy of the form of email that was sent to creditors. She also produced records showing an email was sent to the info@ogmsupplies.com address, and that it was delivered to it. Mr Lasheen acknowledged that info@ogmsupplies.com is an email address of OGM, although he explained that it is a "general email", and it was not used to communicate about supplies: such communications with OGM were made through a personal email address of an individual.

35. I infer that, "in relation to purchase orders or invoices", OGM was "commonly contacted by the relevant Company or Companies at an electronic address". That is what the Protocol required: it was intended to apply where a creditor used electronic means of communication, and it did not require that the same email address that was so used also be used by the Joint Administrators. Notice was therefore given to OGM in accordance with the terms of the Protocol Order. I would therefore conclude that OGM was given notice of the Specialty Hospital DOCA and of its terms through the Creditors Portal in accordance with the Protocol Order. I reiterate, however, that my decision that OGM's claim is deemed to have been abandoned does not depend upon my conclusion about receipt of the email.

36. I come to the third declaration that Specialty Hospital seeks: that the Specialty Hospital DOCA continues to bind creditors following the Restructuring Effective Date of 25 March 2022 and is valid and effected between Specialty Hospital and OGM. The Specialty Hospital DOCA provides as follows at clause 16.4 "In accordance with section 93 of the [IR15], the termination or avoidance, in whole or in part, of this Deed does not affect the previous operation of this Deed". Section 93 of IR15 provides that "The termination or avoidance, in whole or in part, of a Deed of Company Arrangement does not affect the previous operation of the Deed of Company Arrangement". Termination of the Specialty Hospital DOCA on 25 March 2022 does not, therefore, affect those terms that bear upon Specialty Hospital's relationship with OGM, including the deemed abandonment under clause 6.2.

37. I well understand that OGM might feel aggrieved at the conclusion that I have reached. The administration process and the DOCA procedure is designed to achieve the best outcome for the body of a company's creditors as a whole when a company is insolvent, and it can act harshly upon individual creditors. Under ADGM law, Specialty Hospital is entitled to the declarations. As I said in the April 2022 Judgment, their purpose is to seek to assist the Commercial Court of the ADJD about the law of the ADGM. This Court does not intend to intrude upon the jurisdiction of the Commercial Court of the ADJD to make its own decision about whether or how they affect Specialty Hospital's objection to execution of the judgment against it in light of the declarations about ADGM law and this Judgment.

38. In substance, therefore, I conclude that I should grant the declarations sought by Specialty Hospital. I considered their terms of the declarations in exchanges with Mr Al‑Attar at the hearing and I need not explain them further in this Judgment.

39. Specialty Hospital properly did not press for its costs. In the circumstances of this case, I agree that there should be no order for costs.

Issued by:

Linda Fitz-Alan

Registrar, ADGM Courts

20 July 2026

SCHEDULE A

THE DOCA COMPANIES

(all subject to a deed of company arrangement)

1. NMC Healthcare LTD (with company number 000004210)

2. Eve Fertility Center LTD (with company number 000004206)

3. Fakih IVF Fertility Center LTD (with company number 000004224)

4. Fakih IVF LTD (with company number 000004220)

5. Bait Al Shifaa Pharmacy LTD (with company number 000004236)

6. Grand Hamad Pharmacy LTD (with company number 000004238)

7. Hamad Pharmacy LTD (with company number 000004209)

8. N M C Provita International Medical Center LTD (with company number 000004240)

9. N M C Royal Hospital LTD (with company number 000004225)

10. NMC Royal Hospital LTD (formerly Al Zahra Pvt. Hospital Company LTD) (with company number 000004237)

11. N M C Royal Hospital LTD (with company number 000004245)

12. N M C Royal Medical Centre LTD (with company number 000004197)

13. N M C Specialty Hospital LTD (with company number 000004217)

14. N.M.C Specialty Hospital LTD (with company number 000004241)

15. New Medical Centre LTD (with company number 000004214)

16. New Medical Centre LTD (with company number 000004216)

17. New Medical Centre Pharmacy LTD (with company number 000004253)

18. New Medical Centre Pharmacy LTD (with company number 000004255)

19. New Medical Centre Specialty Hospital LTD (with company number 000004228)

20. New Medical Centre Trading LTD (with company number 000004218)

21. New Pharmacy Company LTD (with company number 000004230)

22. New Sunny Medical Centre LTD (with company number 000004202)

23. NMC Royal Family Medical Centre LTD (with company number 000004243)

24. NMC Royal Womens Hospital LTD (with company number 000004235)

25. NMC Trading LTD (with company number 000004233)

26. Reliance Information Technology LTD (with company number 000004234)

27. Sharjah Pharmacy LTD (with company number 000004239)

28. Sunny Al Buhairah Medical Centre LTD (with company number 000004199)

29. Sunny Al Nahda Medical Centre LTD (with company number 000004232)

30. Sunny Dental Centre LTD (with company number 000004198)

31. Sunny Halwan Speciality Medical Centre LTD (with company number 000004204)

32. Sunny Maysloon Speciality Medical Centre LTD (with company number 000004205)

33. Sunny Medical Centre LTD (with company number 000004231)

34. Sunny Sharqan Medical Centre LTD (with company number 000004203)

35. Sunny Specialty Medical Centre LTD (with company number 000004200)

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Abu Dhabi Global Market judgments (Court of First Instance)