to the creditor as addressed to the secured … · e [email protected] ... • question sheet for...

The Rialto, Level 30

525 Collins St

Melbourne Victoria 3000

GPO Box 4736

Melbourne Victoria 3001

T +61 3 8320 2222

F +61 3 8320 2200

E [email protected]

W www.grantthornton.com.au

Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389

Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership. Grant Thornton

Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia.

Liability limited by a scheme approved under Professional Standards Legislation

Dear Sir / Madam

G R FINANCE LIMITED (IN LIQUIDATION)

ACN 093 549 305 (the Company)

I refer to previous correspondence with respect to the Company and provide my Annual Report to Creditors on the conduct of the Winding Up pursuant to Section 508 of the Corporations Act 2001.

I have convened a meeting of the creditors of the Company to be held on Wednesday,

1 April 2015, at 10:00am at the offices of Grant Thornton Australia Limited, The Rialto,

Level 30, 525 Collins Street, Melbourne, Victoria 3000.

Please find enclosed the following:

• Notice of an Annual Meeting of Creditors

• The Joint and Several Liquidators’ Annual Report to Creditors including a summary

of Receipts and Payments

• Instrument of Proxy Form (Proxy Form)

• Informal Proof of Debt Form

• Question Sheet for the Annual Meeting of Creditors.

If you intend to appoint another person to act on your behalf at the meeting, or you are a

corporate creditor, you are required to complete and return the enclosed Proxy Form

appointing your representative to GPO Box 4735, Melbourne, Victoria 3000 or by facsimile

on (03) 8320 2200 no later than 4.00pm on Tuesday, 31 March 2014.

Sandhurst Trustees Limited (Secured Noteholders)

Please note that Secured Noteholders will be represented by Sandhurst Trustees Limited at

the forthcoming meeting of creditors. Sandhurst Trustees Limited will participate on behalf

of, and exercise the Secured Noteholders’ voting rights at this meeting.

TO THE CREDITOR AS ADDRESSED TO THE SECURED NOTEHOLDER AS ADDRESSED

16 March 2015

2

Individual Secured Noteholders are permitted to attend the forthcoming Annual Meeting of

Creditors, in their capacity as observers only.

Creditors and Secured Noteholders are encouraged to complete the enclosed Question

Sheet should they have any questions that they wish the Joint and Several Liquidators to

address at the forthcoming Annual Meeting of Creditors.

Should creditors or Secured Noteholders have any queries, please contact Mr Huw Downey

of my office on (03) 8320 2222 or [email protected].

Yours faithfully

Stephen R Dixon JOINT AND SEVERAL LIQUIDATOR

Enc.

FORM 529

Regulation 5.6.12(2) Section 508(1)(b)(i)

Corporations Act 2001 Corporations Regulations 2001

NOTICE OF AN ANNUAL MEETING OF CREDITORS OF


ACN 093 549 305 (the Company)

Notice is hereby given that an Annual Meeting of Creditors of the Company will be held at

the offices of Grant Thornton Australia Limited, The Rialto, Level 30, 525 Collins Street,

Melbourne, Victoria 3000, on Wednesday, 1 April 2015 at 10:00am.

The purpose of the meeting is:

1. To receive an account of the Joint and Several Liquidators’ acts and dealings and the

conduct of the Winding Up for the Company, and

2. To consider any other business that may be lawfully brought forward.

DATED this 17th day of March 2015

Stephen R Dixon JOINT AND SEVERAL LIQUIDATOR

© 2015 Grant Thornton | G R Finance Limited (In Liquidation) | 16 March 2015

G R Finance Limited (In Liquidation)ACN 093 549 305Joint and Several Liquidators' Annual Report to Creditors

16 March 2015

Stephen Dixon

Joint and Several Liquidator

Laurence Fitzgerald

Joint and Several Liquidator

Huw Downey

Senior Accountant

T +61 3 8320 2222

E [email protected]

© 2015 Grant Thornton | G R Finance Limited (In Liquidation) | 16 March 2015 2

Contents

Section Page

1. Overview 3

2. The Loan to Lanco Commercial Projects Pty Ltd (the Lanco Loan) 6

3. The Townsville Property (the Property) 8

4. Investigations 11

5. Joint and Several Liquidators' Receipts and Payments 13

6. Remuneration 15

7. Annual Meeting of Creditors 17


Section 1 Overview

3

01. Overview

02. The Loan to Lanco Commercial Projects Pty Ltd (the Lanco Loan)

03. The Townsville Property (the Property)

04. Investigations

05. Joint and Several Liquidators' Receipts and Payments

06. Remuneration

07. Annual Meeting of Creditors


Overview

Introduction and Background

� I, Mr Stephen Robert Dixon, hereby provide my Annual Report to Creditors of

the Company pursuant to Section 508 of the Corporations Act 2001 (the Act);

� As you are aware, Mr Laurence Andrew Fitzgerald, and I were appointed Joint

and Several Administrators of the Company on 13 October 2011, pursuant to Section 449C(1) of the Act;

� At a reconvened Second Meeting of Creditors held on 24 January 2012, it was

resolved to authorise the Company to execute a Deed of Company Arrangement

(the DOCA). The DOCA was executed on 15 February 2012 and Mr Fitzgerald

and I were appointed as Joint and Several Deed Administrators, and control of the Company was returned to the Directors of the Company;

� On 7 September 2012, creditors resolved to terminate the DOCA and to place

the Company into Liquidation. Mr Fitzgerald and I were appointed as the Joint

and Several Liquidators of the Company in accordance with Section 445E of the

Act;

� The purpose of this Report; is to provide creditors with an account of the Joint

and Several Liquidators' acts and dealings, to provide an update on the conduct

of the Winding Up of the Company, to detail the remaining issues outstanding in

the Liquidation, to provide a summary of the Joint and Several Liquidators'

Receipts and Payments, and to provide details of the Joint and Several Liquidators' further remuneration; and

� This Report should be read in conjunction with my previous reports to creditors.

Overview

Joint and Several Liquidators' Actions (cont.)

� Undertook Public Examinations of the Company's Directors, Former Director

and Chairman over a two week period;

� Pursued the guarantors of the Lanco Loan Facility;

� Undertaking comprehensive public examinations of Mr Justin Mastores, Mr Phil Boyle, Mr Euan Luff, Mr Roderick Young, Mr James Kelly, Ms Susan Thompson

and Mr William Thompson;

� Liaised with the Bankruptcy Trustee, Official Liquidators and Receivers of some

of the various guarantors of the Lanco Loan Facility;

� Liaised with agents, property consultants and property managers with respect to the Townsville Property (the Property);

� Attended to repairs and maintenance at the Property;

� Attended to correspondence with the tenant of the Property (the Tenant) and

maintained the rentel ledger;

� Attended to correspondence with the Tenant's solicitor, including entering into lease negotiations;

� Executed the new lease with the Tenant on 17 December 2014;

� Concluded investigations into the affairs of the Company, including but not

limited to, whether the Company entered into any uncommercial transactions,

unreasonable director related transactions, preferential payments, unfair loans and whether it traded whilst insolvent;

� Finalised investigations into the conduct of the Company's Directors and

Officers;

� Liaised with my solicitors with respect to the findings of my investigations and

prepared briefs to my solicitors;

Joint and Several Liquidators' Actions

I hereby provide the following summary of the Joint and Several Liquidators'

activities to date:

� Attended to correspondence with Lanco Commercial Projects Pty Ltd (Lanco)

and maintained the principal and interest ledger with respect to the Lanco Loan Facility;


Overview

Joint and Several Liquidators' Actions (cont.)

� Commenced recovery action with respect to voidable transactions identified;

� Prepared reports to Sandhurst Trustees Limited, the Committee of Inspection,

responded to creditors' queries, and responded to Secured Noteholder queries;

� Held meetings with the Committee of Inspection; and

� Attended to statutory lodgements, including but not limited to, minutes of

meetings and lodgement of ASIC forms.

Overview


Section 2 The Loan to Lanco Commercial Projects Pty Ltd

(the Lanco Loan)

6

01. Overview



04. Investigations


06. Remuneration



The Lanco Loan

The Loan to Lanco Commercial Projects Pty Ltd

(the Lanco Loan)

Update on the Lanco Loan

� As at 16 March 2015, an amount of $2,488,000 and $1,286,214.95 was

outstanding for principal and interest on the Lanco Loan.

� I have been advised by the Receivers of Lanco that there is no prospect of a

surplus from the realisation of Lanco's assets to the Company.

� I have liaised with the Joint and Several Official Liquidators of the four (4)

guarantor companies, being

− Launceston Holdings Pty Ltd (Controllers Appointed) (In Liquidation),

− Horsham Operations Pty Ltd (Receivers and Managers Appointed)

(In Liquidation)

− Bairnsdale Operations Pty Ltd (In Liquidation), and

− Lanco Hobart Holdings Pty Ltd (Controllers Appointed) (In Liquidation)

� Recovery action against one of the guarantors is continuing, however, based on

the Liquidators' investigations, I do not consider recovery action against the

remaining guarantors will provide a return due to their overall financial position.


Section 3 The Townsville Property (the Property)

8

01. Overview



04. Investigations


06. Remuneration



The Townsville Property (the Property)


Update on the Property

� I advise that the Liquidators are continuing the repairs and maintenance

programme for the Property.

� In addition, the Liquidators' property advisors, Elan Property Group (Elan), have

undertaken a market assessment of the Townsville commercial property market and the Liquidators have reported same to Sandhurst Trustees Limited

(Sandhurst).

� The key findings of this assessment were that the Townsville commercial

property market had suffered from the reduction of mining infrastructure

investment and construction.

� The advice received was that the market has declined in the last 12 months,

which was illustrated by the increased amount of vacant properties, both for lease

and for sale on the market.

� As part of this market analysis, and also due to the Tenant's request for a rent

review, the Liquidators initiated lease negotiations with the Tenant. The rationale behind this decision was that there was genuine concern that the Tenant may

vacate the premises.

� Furthermore, if the Tenant vacated, there was a risk that the Property may be left

vacant for a significant period. Furthermore, the Property would be worth

substantially less without a tenant and it would be unlikely to sell for a satisfactory price.

� Accordingly, the Liquidators commenced negotiations with the Tenant with

respect to entering into a new lease. The new lease reduces the rental amount to a

market average rate in order to allow the Tenant to stabilise their business, as well

as provide a more marketable Tennant when the Liquidators decide to realise the Property.

� I advise that a new lease was entered into with the Tenant on 17 December 2014.

Update on the Property (cont.)

� The key terms of the New Lease are as follows:

− The term for the new lease is for the period 1 July 2014 to 30 June 2025. I

note that the existing lease was due to expire on 30 April 2018.

− The Tenant has an option right to extend the term of the New Lease for a further period of five (5) years.

− The base rent of the New Lease has been brought into line with other

commercial rents for the Townsville area.

− Annually on 1 July, a 4% increase of the base rent is to be applied.

Furthermore, a market review is to occur on the sixth (6) anniversary of the commencement of the New Lease and on the commencement of the exercise

of the option period.

− The Tenant's director has provided a guarantee for the tenant’s obligation

pursuant to the New Lease.

− The Tenant is required to provide a bank guarantee for a sum equivalent to nine (9) months annual rental. I note that the Company did not previously

have possession of the bank guarantee provided pursuant to the existing lease.

− The Tenant is required to pay interest on any rental outstanding seven (7)

days after the due date for payment.

− The Tenant is required to pay the costs associated with the supply, operation, servicing, maintenance, repairs, and capital costs associated with the air

conditioning equipment servicing the Property. In this regard, I note the

existing lease obliged the Company to meet the costs of same and that the

recent engineering report commissioned at the Liquidators instruction

estimated the works programme for the air conditioning system at between $180,000 and $405,000.




Update on the Property (cont.)

� The Liquidators will hold the Property for at least another 12 months in order to:

− Enable the Tenant to stabilise their operation;

− Give the market confidence that the Tenant is a stable lessee as they have

remained in the business for a number of years; and

− Evaluate the Townsville commercial property market for any improvement.


Section 4 Investigations

11

01. Overview



04. Investigations


06. Remuneration



Investigations

Investigations

Update on Investigations / Recovery Actions

� I advise that the public examinations of the Directors, former Director and

Chairman of the Company took place in February 2014 and May 2014.

� The evidence gathered from this process assisted in determining offences

committed by the officers of the Company.

� In this regard, I have determined that the Company traded whilst insolvent from

at least 3 March 2011. I have received advice from Senior Counsel that the date

of insolvency may be earlier than this date. I am currently working with my legal

advisors in finalising this position. The process has required extensive work both

forensically and analysing the financial records of the Company.

� My legal team filed a Statement of Claim with the Court on 10 October 2014 for

damages caused from insolvent trading;

� A directions hearing date was to be held on 28 February 2015. Parties to the

action were required to hold a mediation prior to this date. The mediation date is

now scheduled to be held by mid April 2015.

� I will provide a more detailed update at the meeting of creditors with respect to

any advancement of the legal process.

Offences

� Pursuant to Section 533 of the Act, a Liquidator is required to report to the

Australian Securities and Investments Commission (ASIC) the results of the

investigations undertaken into the affairs of a company, including details of any

contraventions of the Act committed by a company's Director and / or Officer. A Section 533 report must also be lodged if a dividend of less than fifty (50) cents

in the dollar is to be paid to creditors.

� I confirm that the Liquidators' report to the ASIC was submitted on

18 August 2014 wherein several matters of concern were identified.

� ASIC have requested that the Liquidators submit a supplementary report providing further details of the alleged offences together with evidence. I note

that this supplementary report is being prepared and will remain confidential

between the Liquidators and ASIC.

� ASIC may elect to pursue legal action against the officers of the Company for

civil and criminal charges, however I note that such actions are taken at ASIC's discretion and are not directed by the Liquidators.


Section 5 Joint and Several Liquidators' Receipts and Payments

13

01. Overview



04. Investigations


06. Remuneration



Joint and Several Liquidators' Receipts and Payments


The table opposite provides a summary of the Joint and Several Liquidators' receipts

and payments for the period 1 February 2014 to 12 March 2015.


Amount

($)

Receipts (Incl GST)

Bank Interest 2,343.31

GST Refunds 15,140.00

Interest Income 541.99

Journal Adjustment - Reversal of Cheques Issued 12,985.25

Refunds 366.30

Rent Received - Commercial 740,937.76

Solicitors' Trust Monies 9,183.64

Unclaimed Dividends 9,523.24

Total Receipts 791,021.49

Payments (Incl GST)

Bank Charges (202.25)

Council Rates (41,111.97)

GST Paid (683.00)

Insurance (36,078.85)

Insurance: Administration Fee (990.00)

Insurance: Stamp Duty (3,247.09)

Joint and Several Liquidators' Disbursements (1,556.57)

Joint and Several Liquidators' Remuneration (245,272.23)

Legal Disbursements (136,722.50)

Legal Fees (334,943.39)

Photocopying (487.50)

Property Advisor Fees (53,092.63)

Property Management Fees (23,414.60)

Property Managers' Disbursements (1,969.09)

Property Repairs and Maintenance (42,818.22)

Unclaimed Dividends - paid to Australian Securties and Investments Commission (9,523.24)

Total Payments (932,113.13)

Net Receipts / (Payments) (141,091.64)

Cash at Bank as at 1 February 2014 230,270.21

Cash at Bank as at 12 March 2015 89,178.57


Section 6 Remuneration

15

01. Overview



04. Investigations


06. Remuneration



Remuneration

Overview

A summary of the Joint and Several Liquidators' remuneration, fee approval received

to date and additional remuneration that will be sought at a forthcoming Committee

of Inspection meeting to be held on 1 April 2015 are provided in the following table:

Proposed remuneration resolutions

At the forthcoming Committee of Inspection meeting to be held on Wednesday,

1 April 2015, I will seek approval of the following amounts:

� Retrospective fee approval from 12 June 2014 to 11 March 2015 in the amount of

$289,783.70 (plus GST); and

� Prospective fee approval from 12 March 2015 until further approval is obtained

from the Committee of Inspection or the body of creditors generally in the

amount of $100,000.00 (plus GST).

Remuneration

Reasons for additional remuneration

I confirm that the Joint and Several Liquidators' remuneration is greater than

previously anticipated due to:

� The default of the Lanco Loan and as a consequence, the need to pursue the

guarantors of the facility, including, inter alia, making applications to Court for; subpoenas, public examinations, and filing Winding Up applications;

� Increased time incurred with respect to the tenant of the Property, and attending

to the repairs and maintenance program at the Property;

� Greater than anticipated time incurred in attending to the investigation of the

Company’s affairs and the Company's Directors and Officers' conduct as a result of the complexity and quantum of potential recoverable transactions identified;

and

� The public examination process of various examinable persons, as previously

mentioned in this Report, and liaising with my solicitors with respect to possible

recovery actions.

Amount ($)

(Excl. GST)

Past remuneration approved:

Liquidation Period: From 9 September 2012 to 30 September 2014 757,476.60

Total past remuneration approved: 757,476.60

Current remuneration approval sought:

Resolution 1: From 12 June 2014 to 11 March 2015 289,783.70

Resolution 2: From 12 March 2015 until further approval is obtained 100,000.00

Total current remuneration approval sought: 389,783.70


Section 7 Annual Meeting of Creditors

17

01. Overview



04. Investigations


06. Remuneration



Annual Meeting of Creditors


� Pursuant to Section 508 of the Act, an Annual Meeting of Creditors of the

Company is to be held at the offices of Grant Thornton Australia Limited,

located at the Rialto, Level 30, 525 Collins Street, Melbourne on Wednesday,

1 April 2015 at 10:00 am.

� The purpose of this meeting is to discuss the contents of this Report, in

particular:

− To update the creditors on the conduct of the Liquidation and the Joint and

Several Liquidators' acts and dealings; and

− To discuss any other relevant business.

� The meeting will be open to Creditors for questions and general discussion.

However, should you wish to address any issues in detail, please detail your

questions in writing prior to the meeting to allow sufficient time to prepare a

detailed response to your question.

� Individual Secured Noteholders are permitted to attend the forthcoming Annual Meeting of Creditors, in the capacity as observers only.

� Creditors and Secured Noteholders are encouraged to complete the enclosed

Question Sheet should they have any questions that they wish the Joint and

Several Liquidators to address at the forthcoming Annual Meeting of Creditors.

Estimated Finalisation of the Liquidation

� Due to the current status of the legal proceedings, I am unable to provide an estimate of the time required to complete the Liquidation.


Distribution to Secured Noteholders

� As outlined in this Report, there are a number of matters that remain to be

finalised, in particular; the sale of the Townsville Property, and the legal

proceedings regarding the conduct of its Directors and Officers.

� I advise that until the above matters are finalised, I will not be in the position to declare and remit a distribution to Secured Noteholders. Any distribution prior to

the above matters being finalised, may prejudice the ultimate return to Secured

Noteholders.

Joint and Several Liquidators' Account

� Pursuant to Section 539(5) of the Act, the Joint and Several Liquidators' account

of receipts and payments have been prepared and lodged with the Australian Securities and Investments Commission.

Should you have any queries with respect to this Report, please contact

Mr Huw Downey of my office on (03) 8320 2222 or [email protected].

Stephen R Dixon

JOINT AND SEVERAL LIQUIDATOR

18

FORM 532

Regulation 5.6.29

Corporations Act 2001 Corporations Regulations 2001

G R Finance Limited (In Liquidation) ACN 093 549 305

APPOINTMENT OF PROXY

I/We (1) _____________________________________________________________________________ of

________________________________________________________________________________

a creditor of G R Finance Limited (In Liquidation) appoint

(2)_____________________________________________ or in his/her absence

(3)_____________________________________________ as my/our general/special proxy to vote at the Annual Meeting of Creditors to be held at the offices of Grant Thornton Australia Limited, Level 30, 525 Collins Street, Melbourne Victoria on Wednesday, 1 April 2015 at 10:00am or at any adjournment of that meeting.

DATED this ___________ day of ________________________ 2015.

(4) Signature ___________________________________

CERTIFICATE OF WITNESS - only complete if the person given the proxy is blind or incapable of writing.

I,____________________________________________________________________ of____________________________________________________________________

certify that the above instrument appointing a proxy was completed by me in the presence of and at the request of the person appointing the proxy and read to him before he attached his signature or mark to the instrument.

DATED this ___________ day of ________________________ 2015

Signature of witness ___________________________________

Description ___________________________________

Place of residence ___________________________________

___________________________________

Notes:

(1) If a firm strike out "I" and set out the full name of the firm.

(2) Insert the name of the person appointed.

(3) If a special proxy, “add the words ‘to vote for’ or the words ‘to vote against’ and specify the particular resolution”.

(4) If the creditor is a sole trader , sign in accordance with the following example: “A.B., proprietor”.

If the creditor is a partnership, sign in accordance with the following example: “A.B., a partner of the said firm.”

If the creditor is a company, then the form of proxy must be under its Common Seal or under the hand of some officer duly authorised in that capacity, and the fact that the officer is so authorised must be stated in accordance with the following example: “for the company, A.B.” (duly authorised under the Seal of the Company).

INFORMAL PROOF OF DEBT FORM

CORPORATIONS ACT 2001

CORPORATIONS REGULATIONS 2001

Regulation 5.6.47


ACN 093 549 305

Name of creditor: ......................................................................................................................

Address of creditor: ......................................................................................................................

......................................................................................................................

ABN: ......................................................................................................................

Telephone number: ......................................................................................................................

Amount of debt claimed: $............................................... (including GST $.....................)

Consideration for debt

(i.e. the nature of goods or services supplied and the period during which they were

supplied):

...................................................................................................................................................................

...................................................................................................................................................................

..................................................................................................................................................................

Is the debt secured? YES/NO

If secured, give details of security including dates, etc:

..................................................................................................................................................................

..................................................................................................................................................................

..................................................................................................................................................................

Other information:

..................................................................................................................................................................

..................................................................................................................................................................

....................................

Signature of Creditor

(or person authorised by creditor)

Note: Under the Corporations Regulations, a creditor is not entitled to vote at a meeting unless (Regulation 5.6.23): a. His claim has been admitted, wholly or in part, by the Liquidator; or b. He has lodged with the Liquidator particulars of the debt or claim, or if required, a formal proof of debt. A secured creditor may vote (Regulation 5.6.24): a. For the whole of his debt provided that he surrenders his security; b. For the deficiency if the value of the security is less than the amount of the debt. Proxies must be made available to the Liquidator


ACN 093 549 305

QUESTIONS TO BE RAISED AT THE ANNUAL MEETING OF CREDITORS TO: Mr Stephen Dixon FAX NO: (03) 8320 2200 EMAIL: [email protected] CREDITOR’S NAME / SERCURED NOTEHOLDER’S NAME: _______ QUESTION 1: ______________ QUESTION 2: QUESTION 3:

to the creditor as addressed to the secured … · e [email protected] ... • question sheet for...

Documents