to the creditor as addressed westpoint management ltd (in ......dec 02, 2010 ·...

D14-101202-WMLGMAN01-Circular to creditors-mmr

2 December 2010

To the Creditor as Addressed

Dear Sir/Madam

Westpoint Management Ltd (In Liquidation) (Receivers and Managers Appointed) (“WML”) ACN 074 148 431

I refer to my appointment as Liquidator of WML on 11 April 2006.

I have convened a meeting of creditors to be held at Level 17, 37 St Georges Terrace, Perth WA 6000 on Tuesday 14 December 2010 at 2:30pm.

The purpose of this meeting is to:

provide creditors with an update on the progress and conduct of the liquidation;

seek creditors’ approval of the Liquidators’ remuneration; and

discuss any other relevant business which may arise.

Accordingly, I enclose:

statutory notice convening the meeting (Form 529);

proof of debt form (Form 535);

proxy form (Form 532);

information sheets to assist the completion of the proof of debt and proxy forms; and

liquidators’ report to creditors

Attendance and voting requirements

Creditors who intend to vote at the meeting, and who have not already done so, must lodge a proof of debt with the Liquidators prior to the meeting.

Creditors who are unable to attend the meeting and wish to be represented should ensure that either a proxy form, power of attorney or evidence of appointment of a company representative pursuant to section 250D of the Corporations Act (“the Act”) is validly completed and provided to me prior to the meeting.

If a faxed copy of a proxy or power of attorney is provided prior to the meeting, the original of the instrument must be received by me within 72 hours of my receipt of the faxed copy.

D14-101202-WMLGMAN01-Circular to creditors-mmr

Alternatively, proxy forms can be e-mailed to [email protected]. Proxy forms lodged via e-mail must be validly executed by signing and scanning the completed form.

Corporate creditors who wish to attend the meeting should note that they may only be represented by an individual if that person is validly granted a proxy or power of attorney by that corporation, or appointed as a company representative pursuant to section 250D of the Act.

A creditor is not entitled to vote at a meeting unless a claim has been admitted by the Liquidator or the debt or claim has been lodged with the Liquidator. If you have already lodged a Proof of Debt with this office, you are not required to lodge another one, unless the amount of your claim has changed.

If you have not yet lodged a proof of debt, or are require to provide a proxy form or power of attorney, please complete and return the relevant form/document to this office by no later than 4:00pm on Monday 13 December 2010.

Remuneration

The Liquidators’ remuneration can only be fixed by resolution of creditors, a resolution of a committee of inspection or by application to the Court. The Liquidators will seek approval of their remuneration of $232,418.00 plus GST for the period 19 September 2009 to 12 November 2010 at the above meeting of creditors:

If you have any queries, please contact Melinda Rivera on (08) 6363 7636 or Bruce Land on 0419395845.

Yours sincerely Westpoint Management Ltd (In Liquidation) (Receivers and Managers Appointed)

Simon Read Liquidator Enclosures: 1. Statutory notice of meeting (Form 529) 2. Proof of Debt (Form 535) 3. Proxy form (Form 532) 4. Notes for guidance on completing the proof of debt and proxy forms 5. Report to Creditors

FORM 529

Corporations Act (2001)

Subregulation 5.6.12 (2)

NOTICE OF MEETING OF CREDITORS OF COMPANY IN LIQUIDATION

Westpoint Management Ltd

(Receivers and Managers Appointed)

(In Liquidation) ACN: 074 148 431

(“the Company”) Notice is given that a meeting of the creditors of the Company will be held at the offices of McGrathNicol, Level 17, 37 St Georges Terrace, Perth, WA 6000 at 10:00am on 14 December 2010. 1. To provide creditors with an update on the progress and conduct of the liquidation. 2. To seek creditors’ approval of the Liquidators’ remuneration. 3. To discuss any other relevant business which may arise. Dated 3 December 2010

Simon Read Official Liquidator McGrathNicol Level 17, 37 St Georges Terrace Perth WA 6000 Tel: (08) 6363 7600 www.mcgrathnicol.com

*Do not complete if this proof is made by the creditor personally.

Australian Company Number: 074 148 431

FORM 535 Subregulation 5.6.49(2)

Corporations Act (2001)

FORMAL PROOF OF DEBT OR CLAIM (GENERAL FORM)

To the Liquidators of Westpoint Management Ltd (Receivers and Managers Appointed) (In Liquidation): 1. This is to state that the company was on 8 February 2006, and still is, justly and truly indebted to: _________________________________________________________________________________ (full name and address of the creditor and, if applicable, the creditor's partners. If prepared by an employee or agent of the creditor, also insert a description of the occupation of the creditor) for $_______________and______cents.

Date Consideration (state how the Debt arose)

Amount $ c

Remarks (include details of voucher substantiating payment

2. To my knowledge or belief the creditor has not, nor has any person by the creditor's order, had or received any satisfaction or security for the sum or any part of it except for the following: (insert particulars of all securities held. If the securities are on the property of the company, assess the value of those securities. If any bills or other negotiable securities are held, show them in a schedule in the following form).

Date Drawer Acceptor Amount $c Due Date

*3. I am employed by the creditor and authorised in writing by the creditor to make this statement. I know that the debt was incurred for the consideration stated and that the debt, to the best of my knowledge and belief, remains unpaid and unsatisfied.

*3. I am the creditor's agent authorised in writing to make this statement in writing. I know that the debt was incurred for the consideration stated and that the debt, to the best of my knowledge and belief, remains unpaid and unsatisfied.

........................................... Dated Signature Name: Occupation: Address: Phone Contact: Creditor’s ABN:

If you are a business creditor, failure to quote your ABN may result in withholding of tax of 48.5% from any dividend by the Official Liquidators.

Proof of Debt Reference:

FORM 532

Corporations Act 2001

Regulation 5.6.29

Westpoint Management Ltd (Receivers and Managers Appointed)

(In Liquidation) ACN: 074 148 431

APPOINTMENT OF PROXY

I/We (1) ________________________________________________________________________________________ of

_________________________________________________________________________________________________

a creditor/member of Westpoint Management Ltd (Receivers and Managers Appointed) (In Liquidation) appoint

(2)_____________________________________________ or in his/her absence

(3) _____________________________________________as my/our general/special proxy to vote at the meeting of creditors to be held on 14 December 2010 at 2:30pm or at any adjournment of that meeting.

DATED this ___________ day of ________________________ 2010

(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 ________________________ 2010

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).

Proxy forms should have been completed and returned by no later than 4:00 PM on 13 December 2010 to be eligible to vote at the meeting.

RETURN TO: Westpoint Management Ltd (Receivers and Managers Appointed) (In Liquidation)

of care of McGrathNicol

Address: GPO Box 9986, Perth WA 6848

Phone: +61 8 6363 7600

Fax: +61 8 6363 7699

D14-101202-WMLGMAN01-Proof of Debt Guidance-mmr

1

Address: Level 17, 37 St Georges Terrace, Perth WA 6000 Contact Name: Melinda Rivera Contact Number: (08) 6363 7636

Proofs of Debt Notes for your guidance

(Please read carefully before filling in Form 535 or Form 536)

It is a creditor’s responsibility to prove their claim to our satisfaction.

When lodging claims, creditors must ensure that:

(a) the proof of debt form is properly completed in every particular; and

(b) documentary evidence, such as that detailed below, is attached to the Form 535 or Form 536.

Directions for completion of a Proof of Debt

1. Insert the full name and address of the creditor.

2. Under “Consideration” state how the debt arose, for example “goods sold to the company on …………..”.

3. Under “Remarks” include details of any documents that substantiate the debt (refer to the section titled “Information to support your claim” below for further information).

4. Where the space provided for a particular purpose is insufficient to contain all the required information in relation to a particular item, that information should be set out in an annexure.

5. An annexure to the form must have an identifying mark and be endorsed with the words:

“This is the annexure of …… pages marked …… referred to in the Form 535/536 signed by me and dated …………………

…………………………………… ……………………………………………………..

Signature(s) Name of Signatory IN BLOCK LETTERS”

and signed by each person signing the form to which the document is annexed.

6. The pages in the annexure must be numbered consecutively.

7. Where a document, copy of a document or other matter is annexed to a form, reference made in the form to the annexure shall be by its identifying mark, the number of pages in it, and a brief description of the nature of the document and its contents.

8. A reference to an annexure includes a document, copy of a document or any other matter accompanying, attaching to or annexed to a form.

Information to support your claim

Please note that your debt is not likely to be accepted unless evidence to support its existence is provided. Detailed below are some examples of the type of debt creditors may be claiming and a suggested list of documents, copies of which should accompany a proof of debt for that class of creditor.

D14-101202-WMLGMAN01-Proof of Debt Guidance-mmr

2

Trade Creditors

+ Statements and supporting invoices(s) showing the amount of the debt; and

+ Advice(s) to pay outstanding invoice(s) (optional).

Guarantees/Indemnities

+ Executed guarantee/indemnity;

+ Notice of Demand served on the guarantor; and

+ Calculation of the amount outstanding under the guarantee.

Judgment Debt

+ Copy of the judgment; and

+ Documents/details to support the underlying debt as per other categories.

Deficiencies on Secured Debt

+ Security Documents (eg. mortgage);

+ Independent valuation of the secured portion of the debt (if not yet realised) or the basis of the creditor’s estimated value of the security;

+ Calculation of the deficiency on the security; and

+ Details of income earned and expenses incurred by the secured creditor in respect of the secured asset since the date of appointment.

Loans (Bank and Personal)

+ Executed loan agreement; and

+ Loan statements showing payments made, interest accruing and the amount outstanding as at the date of appointment.

Tax Debts

+ Documentation that shows the assessment of debts, whether it is an actual debt or an estimate, and separate amounts for the primary debt and any penalties.

Employee Debts

+ Basis of calculation of the debt;

+ Type of Claim (eg. wages, holiday pay, etc);

+ Correspondence relating to the debt being claimed; and

+ Contract of Employment (if any).

Leases

+ Copy of the lease; and

+ Statement showing amounts outstanding under the lease, differentiating between amounts outstanding at the date of the appointment and any future monies.

D14-101202-WMLGMAN01-Proxy Guidance-mmr

Proxy

Notes for your Guidance

+ Insert full name and address of creditor, contributory or member on the top line.

+ On the second line, insert the name of the person you appoint as your proxy. You may insert “the Chairperson of the meeting” if you wish.

+ You may appoint an alternate proxy on the third line who may act if your first appointed proxy cannot attend the meeting. You may insert “the Chairperson of the meeting” if you wish.

+ If the proxy is a general proxy the form requires no addition.

+ If the proxy is a special proxy the form must include instructions regarding the use of the proxy (i.e. details of the resolution and whether the proxy holder is to cast a vote in favour or against the resolution or abstain from voting).

+ Date and sign the Proxy form using one of the following various forms of execution:

- Sole Trader - Sign the proxy yourself.

- Partnership - e.g. sign - “Smith & Associates Per John Smith - Partner”

- Company - (i) By a director or secretary, e.g. “J Smith – Director”. (ii) By a person duly authorised to sign on behalf of the

company, e.g.

“Smith & Sons Pty Ltd. ACN: ______________ Per: J Smith A person duly authorised to sign on the company’s behalf”. OR

“Smith & Sons Pty Ltd. ACN: ______________ By its duly constituted attorney J Smith”.

NB: If signing on behalf of a company the following example is not sufficient: ”Smith & Sons Pty Ltd. ACN: _______________ Per: J Smith”

+ “Certificate of Witness” is only to be used where the Proxy is being completed on behalf of a person who is blind or incapable of writing. In all other cases a witness to the signature of the person appointing the Proxy is not required and you may ignore the section headed “Certificate of Witness”.

Report to Creditors

Westpoint Management Ltd (In Liquidation)

(Receivers and Managers Appointed)

18 November 2010

D14-101202-WMLGMAN01-Report to creditors-bl Page (i)

Contents

Glossary .................................................................................................................................................................... 1

1 Executive Summary .................................................................................................................................... 2

2 Introduction .................................................................................................................................................. 3

3 WML’s financial position ............................................................................................................................ 4

4 Receipts and Payments .............................................................................................................................. 5

4.1 Liquidators’ fees .......................................................................................................................................... 5

4.2 Liquidators’ disbursements ....................................................................................................................... 6

4.3 Legal fees ..................................................................................................................................................... 6

5 Summary of trusts and MISs ...................................................................................................................... 7

5.1 Westpoint Income Fund (“WIF”) ................................................................................................................ 7

5.2 Paragon Commercial Syndicate (“PCS”) .................................................................................................. 8

5.3 Paragon Apartments Trust (“PAT”) ........................................................................................................... 8

5.4 Murray Street Trust ..................................................................................................................................... 8

5.5 Market Street Trust ...................................................................................................................................... 8

6 Liquidators’ remuneration .......................................................................................................................... 9

7 Creditors’ meeting ..................................................................................................................................... 10

Glossary

The Act The Corporations Act 2001

ASIC Australian Securities and Investments Commission

CFAL Chocolate Factory Apartments Limited

CRST Westpoint Management (Centreways) Pty Ltd as trustee for the Centreways Refurbishment Syndicate Trust

Goldtag Goldtag Pty Ltd (In Liquidation)

Lanepoint Lanepoint Enterprises Pty Ltd (In Liquidation) (Receivers and Managers Appointed)

Kingdream Kingdream Pty Ltd (In Liquidation)

Market Street Trust 60 Market Street Trust

MIS Managed Investment Scheme

Murray Street Trust 297 Murray Street Trust

PAT Paragon Apartments Trust

PCS Paragon Commercial Syndicate

WIF Westpoint Income Fund

WML Westpoint Management Ltd (In Liquidation) (Receivers and Managers Appointed) ACN 074 148 431

1 Executive Summary

The purpose of this report is to:

+ Provide an update since my last report dated 8 September 2009 on the status of:

- The liquidation of WML in its own right; and

- The winding up of trusts and managed investment schemes for which WML is either the trustee or responsible entity.

+ Provide details of the liquidators’ fees incurred since the last meeting of WML’s creditors.

A summary of the status of WML and each of its trusts and managed investment schemes is as follows:

Entity Section Status

WML 3 WML has a net asset shortfall of approximately $46 million and there is unlikely to be a return to WML’s creditors.

WIF 5.1 The only possible realisable asset of WIF is the Lanepoint loan. However, the amount of this loan is disputed. I am seeking approval from WIF’s members to seek directions and a declaration from the Court on this issue.

PCS 5.2 Legal proceedings commenced to resolve the appeal commenced by CRST for the rejection of their claim are ongoing.

PAT 5.3 I continue to await the outcome of the ING receivership.

Murray Street Trust 5.4 I continue to await the outcome of the ING receivership.

Market Street Trust 5.5 I continue to wait for the Perpetual receivership to be completed.

I am convening a meeting of WML’s creditors to be held at 2.30pm on 14 December 2010 at Level 17, 37 St Georges Terrace, Perth WA to:

+ Provide creditors with an update on the progress and conduct of the liquidation; and

+ Seek approval of the Liquidators’ fees of $232,418.00 plus GST for the period 19 September 2009 to 12 November 2010. These fees relate to the various entities which WML is trustee and responsible entity of, and will be payable from the assets of the relevant trusts and managed investment schemes to the extent that those assets are sufficient. Full details of the Liquidators’ fees are included in section 6 and Appendix 1.

2 Introduction

The purpose of this report is to:

+ Provide an update since my last report dated 8 September 2009 on the status of:

- The liquidation of WML in its own right; and

- The winding up of trusts and managed investment schemes for which WML is either the trustee or responsible entity;

+ Provide details of the liquidators’ fees incurred since the last meeting of WML’s creditors.

If you would like a copy of my previous reports, please contact Melinda Rivera on (08) 6363 7636.

3 WML’s financial position

Table 1 summarises WML’s estimated financial position at 12 November 2010, which indicates a deficiency of approximately $46 million.

1

My comments on WML’s estimated financial position since my last report to creditors are as follows:

+ I have not realised any further debtors during the liquidation.

+ I have realised WML’s investments for $33,335. There is nothing further to be realised.

+ As advised previously, WML’s term deposit was subject to a Deed of Set-off in favour of St George Bank which secured funds advanced to other Westpoint Group entities. St George Bank has applied the funds from the term deposit against their debt.

+ Other assets comprise an apartment owned by WML which was also subject to the security in favour of St George. I have been advised that the Receivers and Managers appointed by St George Bank intend to retire in the near future and will release the security on the apartment when they do so. I am unaware of the potential value of the unit.

+ I have received notification of possible additional claims from creditors of $12,000.

The realisable value of WML’s assets is unlikely to cover the cost of the liquidation; therefore, there is unlikely to be a return to WML’s creditors.

My ongoing role for WML is to:

+ Attend to all statutory lodgements;

+ Complete the winding up of each of the trusts and MISs; and

+ Sell the apartment after the security held by the St George Bank has been released.

1 Subject to future costs of the liquidation (see section 4)

Table 1 - WML's estimated financial position at 12 November 2010

Min Max

Assets

Cash 176 176

Debtors 86 388

Investments 33 33

Term deposits - -

Other assets Withheld Withheld

Total assets1 295 597

Liabilities

Court application costs 5 5

Unsecured creditors 46,913 46,913

Total liabilities 46,918 46,918

Net asset surplus/(deficiency) (46,623) (46,321)

Liquidators' ERV

$'000

4 Receipts and Payments

Table 2 sets out the receipts and payments made during the liquidation to date.

2

4.1 Liquidators’ fees

To date, I have paid Liquidators’ fees of $58,246 (excluding GST). The outstanding Liquidators’ fees for WML for the period to 12 November 2010 are $296,806 of which $279,349 has already been approved [Table 3].

Further fees will be incurred to progress and finalise the liquidation.

2 This includes legal fees paid by the CFAL litigation funding

Table 2 - Receipts and Payments for the period 8 February 2006 to 12 November 2010

Notes

Amount

$

Receipts

Cash at bank 176,009

Investment 33,335

Litigation funding 166,200

Debtors 85,800

Settlement of preference 30,000

Interest 9,994

Other income 950

GST Refund 25,452

Total receipts 527,739

Payments

Liquidators' fees 4.1 64,070

Liquidators' disbursements 4.2 805

Legal fees2 4.3 279,958

Legal disbursements 6,451

Court application costs 4,807

Security for costs 45,000

Bank charges 83

Consulting fees 22,816

CFAL settlement 17,500

Other miscellaneous costs 1,142

Total payments 442,633

Cash at bank at 12 November 2010 85,106

Table 3 - Liquidators' fees for WML

Type of fees Approved Period Amount Paid Outstanding

Provisional Liquidators' fees Approved by court 08/02/06 - 10/04/06 99,635 - 99,635

Official Liquidators' fees Approved by creditors 11/04/06 - 18/09/09 237,959 58,246 179,714

Official Liquidators' fees To be approved 19/09/09 - 12/11/10 17,457 - 17,457

Total 355,051 58,246 296,806

The Liquidators’ fees which relate to the various entities of which WML is trustee or responsible entity will be payable from the assets of the relevant trusts and managed investment schemes, to the extent that those assets are sufficient. Some of the trusts may not have sufficient assets to pay the Liquidators’ fees. Accordingly, those fees will be payable by WML.

4.2 Liquidators’ disbursements

Liquidators’ disbursements incurred, but not yet paid, to date are $23,169 [Table 4].

4.3 Legal fees

To date, legal fees of $279,958 have been paid, including fees paid by the litigation funder in the CFAL litigation matter.

However, further legal fees of $549,872 have been incurred and remain outstanding [Table 5].

3

3 Further legal fees incurred in relation to WFS that were not paid from the settlement with Elderslie.

Table 4 - Liquidators' disbursements for the period 8 February 2006 to 12 November 2010

Amount

Advertising 1,859

Courier 412

Fax 798

Photocopies 3,509

Postage 672

Printing 1,964

Searches 3,324

Storage 4,249

Telephone 678

Travel expenses 2,718

Other 2,986

Total 23,169

Table 5 - Legal fees incurred and unpaid for the period 8 February 2006 to 12 November 2010

Entity Amount

WML 466,687

WFS3 83,186

Total 549,872

5 Summary of trusts and MISs

WML is trustee or responsible entity of the following trusts and managed investment schemes:

+ Westpoint Income Fund

+ Paragon Commercial Syndicate

+ Paragon Apartments Trust

+ 297 Murray Street Trust

+ 60 Market Street Trust

A summary of the status of each trust and MIS is provided below.

I have been reporting separately to the members of these trusts and schemes.

5.1 Westpoint Income Fund (“WIF”)

I am continuing the process of collecting WIF’s loan assets for the benefit of its creditors and investors. The following table provides a summary of the status of the loan assets [Table 6].

Table 6 – WIF loans

Entity Balance4 Comments

Goldtag $2.0m There is no surplus available to WIF from the sale of the property owned by Goldtag to meet the purported debt of $2.0million owed to WIF.

LM have provided evidence of cross-guarantees which exceeded the application of sale proceeds that I had been querying.

I intend to seek a declaration from the Court to set aside the transaction that gave rise to this debt

Kingdream $6.5m I understand that LM have sold the property owned by Kingdream.

I have requested an accounting of the sale proceeds from LM, but this has not yet been received.

There is no surplus available to WIF from this loan to meet the purported increase of $2.2million in debt owed by Kingdream.

I intend to seek a declaration from the Court to set aside the transaction that gave rise to this debt

Lanepoint $2.3M The amount of WIF’s loan to Lanepoint is disputed due to the transfers of debt to Goldtag and Kingdream

Lanepoint was placed into liquidation in May 2009 upon the presentation of an application by ASIC.

Lanepoint has appealed this judgement and was successful in having the liquidation stayed, pending determination of the amount of the debt owed to WIF.

The ASIC have been granted leave to appeal this decision to the High Court. This appeal is likely to be heard in the New Year

I am also making an application to the WA Supreme Court for a declaration that the transfers of debt from Lanepoint to Kingdream and Goldtag should be reversed.

I convened a meeting of WIF members and they endorsed my decision to make the applications to Court.

4 This is the book value according to WIF’s accounts at the date of my appointment. All loan balances are

disputed.

My ongoing role for WIF is to:

+ Prepare the documentation supporting these legal matters

+ Distribute the remaining surplus funds (if any) to WIF’s investors.

5.2 Paragon Commercial Syndicate (“PCS”)

As background, Westpoint Management (Centreways) Pty Ltd as trustee for the Centreways Refurbishment Syndicate Trust (“CRST”) lodged proofs of debt relating to principal and interest due on a loan owed by PCS to it. These proofs of debt were rejected and CRST commenced proceedings to have the decision overturned.

The legal proceedings commenced to resolve the claim received from CRST are ongoing.

The ultimate, if any, distribution to investors will be determined by the success of these legal proceedings.

My continuing role for PCS is to:

+ Progress and resolve the legal proceedings with CRST;

+ Finalise the register of unitholders (if a distribution is to be paid); and

+ Distribute any remaining surplus funds to investors.

5.3 Paragon Apartments Trust (“PAT”)

I am awaiting the outcome of the ING receivership as PAT’s property assets were pledged to secure the debts of other Westpoint entities to ING.

Once the ING receivership is completed, I will:

+ Adjudicate and pay PAT’s unsecured creditor claims; and

+ Complete the winding up of the trust.

5.4 Murray Street Trust

I am awaiting the outcome of the ING receivership. It is my view that this Trust has been the largest contributor to the repayment of the debt owed to ING.

Once the ING receivership is completed, I will:

+ Review the Receivers and Managers’ calculation for any claims of contribution, subrogation and indemnity to protect the Murray Street Trust’s interests;

+ Realise the remaining properties (if any); and

+ Complete the winding up of the trust.

5.5 Market Street Trust

I am awaiting the outcome of the Receivership of the Market Street development.

Once the Perpetual receivership is completed, I will complete the winding up of the trust.

6 Liquidators’ remuneration

Under a Court order obtained on 30 June 2006, the Liquidators are entitled to recover their remuneration incurred in each of the schemes and trusts from the assets of the relevant scheme/trust. If insufficient funds are available in the relevant scheme/trust, the Liquidators are entitled to recover their remuneration from WML’s assets.

At the meeting of creditors to be held on 14 December 2010, I will be seeking approval of Liquidators’ fees of $232,418.00 plus GST for the period 19 September 2009 to 12 November 2010 as follows [Table 7]:

I enclose at Appendix 1 details of the fees for which approval is being sought.

Table 7 - Liquidators' fees for the period 19 September 2009 to 12 November 2010

Entity

Amount $

(ex GST)

WML 17,457

WIF 117,043

PCS 85,633

PAT 9,937

Market Street 553

Murray Street 1,796

Total 232,418

7 Creditors’ meeting

I have convened a meeting of creditors of WML to be held at 2.30pm on 14 December 2010 at Level 17, 37 St Georges Terrace, Perth WA.

The purpose of this meeting is to:

+ Provide creditors with an update on the progress and conduct of the liquidation; and

+ Seek creditors’ approval for the Liquidators’ remuneration.

Creditors who require further details should please contact Melinda Rivera of this office on (08) 6363 7636.

Simon Read Liquidator

Appendix 1

Breakdown by entity

Hours Charge

Westpoint Management Ltd 60.70 17,457.00

Paragon Commercial Syndicate 229.70 85,633.00

Westpoint Income Fund 306.90 117,042.50

Paragon Apartment Trust 33.60 9,937.00

297 Murray Street Trust 7.80 1,795.50

60 Market Street Trust 1.40 553.00

Total 640.10 232,418.00

GST 23,241.80

TOTAL (including GST) 255,659.80

Breakdown by category

Hours Charge

Assets 266.70 104,455.00

Creditors 166.50 63,231.00

Investigation 63.10 25,426.00

Administration 143.80 39,306.00

Total 640.10 232,418.00

GST 23,241.80


Breakdown by person

Rate ($/hr) Hours Charge $

Simon Read Partner 570.00 77.80 44,346.00

Bruce Land Senior Manager 420.00 136.40 57,288.00

Melinda Rivera Manager 1 395.00 266.60 105,307.00

Sharnee Heydon Accountant 210.00 20.50 4,305.00

Tom Verdich Accountant 210.00 1.00 210.00

Sharnee Heydon Undergraduate 190.00 29.40 5,586.00

Mary Agostino Senior Administrator 160.00 62.60 10,016.00

Charlotte Reynolds Personal Assistant 135.00 9.10 1,228.50

Elley Faul Group Secretary 115.00 18.90 2,173.50

Fenny Hadiwinata Clerical 110.00 11.60 1,276.00

Natasha Lipiec Clerical 110.00 6.20 682.00

Total 640.10 232,418.00

GST 23,241.80


Entity

Position

19/09/09 - 12/11/10

19/09/09 - 12/11/10

19/09/09 - 12/11/10

Name

Category

Westpoint Management Ltd (In Liquidation) (Receivers and Managers Appointed)

ACN 074 148 431

Remuneration Summary Spreadsheet for the period 19 September 2009 to 12 November 2010

Total

($)

hrs $ hrs $ hrs $ hrs $

Simon Read Partner 570.00 1.00 570.00 1.00 570.00 - - - - - -

Melinda Rivera Manager 1 395.00 31.10 12,284.50 5.90 2,330.50 7.50 2,962.50 4.40 1,738.00 13.30 5,253.50

Sharnee Heydon Accountant 210.00 5.10 1,071.00 - - 1.00 210.00 4.10 861.00 - -

Tom Verdich Accountant 210.00 1.00 210.00 - - - - - - 1.00 210.00

Mary Agostino Senior Administrator 160.00 16.90 2,704.00 - - - - - - 16.90 2,704.00

Elley Faul Group Secretary 115.00 0.30 34.50 - - - - - - 0.30 34.50

Fenny Hadiwinata Clerical 110.00 5.30 583.00 - - - - - - 5.30 583.00

17,457.00 6.90 2,900.50 8.50 3,172.50 8.50 2,599.00 36.80 8,785.00

1,745.70

19,202.70

Employee Position $/hour

(ex GST)

Total

actual

hours

Task Area

Assets Creditors Investigation Administration

TOTAL

GST

TOTAL (including GST)

Westpoint Management Ltd (In Liquidation) (Receivers and Managers Appointed) ACN 074 148 431

Task Area General Description Includes

Assets [$2,900.50]

Investments + Corresponded with liquidator concerning status of Chocolate Factory entities in which WML had a small investment.

+ Liaised with APGF concerning final distribution for WFS.

+ Reviewed tax statements and financial statements for WFS.

Other Assets + Reviewed and updated statement of position.

+ Updated work plan and prepared action list of outstanding issues.

Creditors [$3,172.50]

Unsecured creditors + Attended to queries from unsecured creditors.

+ Corresponded with unsecured creditors as required.

+ Reviewed proofs of debt received and added to creditor’s register.

+ Prepared update report to creditors including:

- updated statement of position;

- status of realisation of assets; and

- summary of receipts and payments to date.

Meeting of Creditors + Ensured quorum will be obtained for meeting of creditors.

+ Liaised with creditors concerning attendance at creditors’ meeting.

+ Prepared meeting file including:

- agenda; and

- attendance register.

+ Attended creditors’ meeting.

+ Prepared minutes of meeting and arranged for lodgement at ASIC.

Investigation [$2,599.00]

Legal matters + Reviewed legal invoices received and ensured allocated to appropriate entity.

ASIC + Commenced preparing report to be lodged at ASIC under section 533 of the Corporations Act including preparing supporting documentation.

Administration [$8,785.00]

Document maintenance/file review/checklist

+ Attended internal meetings to discuss:

- progress of liquidation; and

- tasks to complete.


+ Reviewed and update checklist to ensure statutory items has been complied with.

+ Attended to general care and maintenance of the file.

+ Attended to typing and secretarial duties as required.

ASIC Form 524 and other forms

+ Attended to preparation and lodgement of ASIC Form 524 – Six-monthly Receipts and Payments.

Bank account administration

+ Attended to payment of liabilities.

+ Attended to depositing funds received.


+ Attended to maintaining and reconciling the bank account.

ATO & other statutory reporting

+ Attended to preparation of Business Activity Statements.

Fees + Prepared breakdown of fees for the period 5 September 2009 to 18 September 2009 to provide at the meeting of creditors held on 24 September 2009.

+ Prepared breakdown of fees to be approved and task summary for the period 19 September 2009 to 12 November 2010 to include in the report to creditors.

Total [$17,457.00]


ACN 074 148 431

As Responsible Entity for the Paragon Commercial Syndicate


Total

($)


Simon Read Partner 570.00 36.50 20,805.00 10.10 5,757.00 23.40 13,338.00 0.90 513.00 2.10 1,197.00

Bruce Land Senior Manager 420.00 42.70 17,934.00 2.30 966.00 34.80 14,616.00 5.20 2,184.00 0.40 168.00


Sharnee Heydon Accountant 210.00 13.80 2,898.00 11.40 2,394.00 - - - - 2.40 504.00

Sharnee Heydon Undergraduate 190.00 28.60 5,434.00 28.60 5,434.00 - - - - - -


Charlotte Reynolds Personal Assistant 135.00 1.30 175.50 - - 1.30 175.50 - - - -

Elley Faul Group Secretary 115.00 1.80 207.00 - - 1.50 172.50 - - 0.30 34.50

Fenny Hadiwinata Clerical 110.00 2.20 242.00 - - 0.20 22.00 - - 2.00 220.00

Natasha Lipiec Clerical 110.00 1.20 132.00 - - 1.20 132.00 - - - -

85,633.00 104.40 35,091.00 85.20 37,462.00 9.50 4,040.00 30.60 9,040.00

8,563.30

94,196.30

TOTAL

GST



(ex GST)

Total

actual

hours

Task Area


Westpoint Management Ltd (In Liquidation) (Receivers and Managers Appointed) ACN 074 148 431

As Responsible Entity for the Paragon Commercial Syndicate


Assets [$35,091.00]

Debtors + Reviewed status of pre-appointment debtors and prepared a filenote on each one concerning:

- amount outstanding;

- likelihood of collection; and

- whether it should be pursued or written off.

+ Prepared letters to follow up outstanding debtors.

+ Liaised with ITSA concerning bankrupt debtor.

Other Assets + Prepared, reviewed and updated statement of position to determine likely return to investors.



Unsecured creditors + Corresponded and liaised with Mallesons Stephen Jaques concerning:

- progress of CRST claim;

- affidavit prepared;

- amendments to affidavit;

- estimate of future costs;

- evidence required; and

- funding request from Mony de Kerloy.

+ Reviewed PCS’s records for other evidence requested by Mallesons Stephen Jaques

+ Attended meetings with Mallesons Stephen Jaques concerning:

- progress of CRST claim;

- Statement of Claim;

- Writ of Summons;

- defence lodged by CRST;

- next steps; and

- preparing report on accounting of transactions.

+ Collated substantial evidence as required by Mallesons.

+ Liaised and corresponded with Mony de Kerloy (on behalf of CRST) concerning progress of claim.

+ Prepared update report to creditors and reviewed assets available to syndicate.

+ Reviewed claims received from other unsecured creditors.

+ Attended internal meetings to discuss status of CRST claim and process to progress claim.

+ Reviewed counsel’s opinion on the claim.

+ Reviewed and executed substantive affidavit concerning statement of claim including completing missing details.

+ Reviewed defence lodged by CRST.

+ Prepared draft report on accounting of transactions.


+ Reviewed correspondence from Mallesons concerning CRST action.

+ Liaised with costs barrister concerning assessment of legal costs.

Investors + Attended to numerous queries from investors and financial planners.

+ Attended to teleconferences with investor committee to provide updates on the progress of the liquidation.

+ Reviewed and attended to correspondence from financial advisers.

+ Prepared and sent Investor Relations Update to investors on the progress of the liquidation.

+ Attended to placing Investor Relations Update on the website.

+ Updated investor register as required.


Conducting investigation

+ Attended internal meetings to discuss ASIC’s action against the auditors.

ASIC + Corresponded with ASIC to obtain update on report from Special Purpose Liquidator.

+ Attended meetings with ASIC to discuss action against the auditors.

+ Corresponded with Axiom Forensics concerning creditor claims and investor verification including preparing updated investor schedule and calculating estimated return to investors.

+ Attended meeting with Special Purpose Liquidator to discuss his report to ASIC on potential claim against auditors.













+ Attended to GST Audit by the ATO including collating documents requested by the ATO.

+ Attended to preparation of schedules of receipts and payments to attach to ASIC Forms 524 – six monthly receipts and payments


+ Prepared breakdown of fees to be approved by creditors and task summary for the period 19 September 2009 to 12 November 2010 to include in the report to creditors.

Total [$85,633.00]


ACN 074 148 431

As Responsible Entity for the Westpoint Income Fund


Total

($)


Simon Read Partner 570.00 40.30 22,971.00 29.40 16,758.00 2.30 1,311.00 3.30 1,881.00 5.30 3,021.00

Bruce Land Senior Manager 420.00 93.70 39,354.00 46.30 19,446.00 26.60 11,172.00 15.80 6,636.00 5.00 2,100.00


Sharnee Heydon Accountant 210.00 1.60 336.00 - - 1.60 336.00 - - - -

Sharnee Heydon Undergraduate 190.00 0.80 152.00 - - 0.80 152.00 - - - -


Charlotte Reynolds Personal Assistant 135.00 7.80 1,053.00 4.70 634.50 3.10 418.50 - - - -

Elley Faul Group Secretary 115.00 16.50 1,897.50 - - 16.20 1,863.00 - - 0.30 34.50


Natasha Lipiec Clerical 110.00 5.00 550.00 - - 5.00 550.00 - - - -

117,042.50 138.90 59,946.00 72.80 22,596.50 45.10 18,787.00 50.10 15,713.00

11,704.25

128,746.75

TOTAL

GST



(ex GST)

Total

actual

hours

Task Area


Westpoint Management Ltd (In Liquidation) (Receivers and Managers Appointed) ACN 074 148 431 As Responsible Entity for the Westpoint Income Fund


Assets [$59,946.00]

Kingdream loan + Liaised and corresponded with solicitors of LM concerning obtaining accounting of proceeds from the sale of Kingdream’s property.

+ Detailed review of company records for details of loan and transactions that made up the loan.

Collation of documents from records database

Lanepoint loan + Detailed review of database of company records for details of loan and transactions that made up the loan.

+ Investigated process by which loan transactions could be overturned by WML in its capacity as RE for the WIF

+ Attended meetings and liaised with Clayton Utz concerning:

- response to Lanepoint’s solicitors;

- impact of Lanepoint liquidation being stayed

- available actions to reverse transactions

- materials required to be prepared to support any application to Court to reverse transactions

+ Preparation of material required to support an application to the Court on overturning debt transfers, including collating documents from records database.

+ Liaised and corresponded with the WIF-appointed Receivers and Managers of Lanepoint concerning:

- tax return issues;

- updated receipts and payments; and

- potential capital gains tax liability.

+ Corresponded with Lanepoint’s solicitors.

+ Reviewed correspondence between WIF-appointed Receivers and Managers and Suncorp-appointed Receivers and Managers concerning tax returns.

+ Reviewed correspondence from WIF-appointed Receivers and Managers providing an update on the receivership of Lanepoint.

+ Calculated interest that has accrued on the loan during the liquidation based on various scenarios concerning the debt transfers.

+ Investigated solvency of the syndicate.


- effects of Lanepoint liquidation being stayed;

- information required for court determination of debt; and

- ways to resolve tax return issue

Goldtag loan + Corresponded with Clayton Utz concerning proceedings against LM.

+ Reviewed affidavit.

+ Reviewed correspondence from LM’s solicitors.


+ Detailed review of company records for details of loan and transactions that made up the loan.

+ Collation of documents from records database

Other Assets + Prepared correspondence to the Receivers and Managers of the guarantors of the Kingdream and Goldtag loans.

+ Prepared file notes on claims against guarantors that are in liquidation and have no assets.

+ Prepared, reviewed and updated statement of position to determine likely return to investors.



Unsecured creditors + Prepared update report to creditors including status of realisation of loans.

Investors + Maintained investor register.

+ Attended to numerous queries from investors and financial planners.

+ Prepared and sent Investor Relations Updates to investors on the progress of the liquidation.

+ Attended to placing Investor Relations Updates on the website.

Investor Meeting + Prepared for investor meeting including:

- preparing PowerPoint presentation;

- updating attendance register for proxies received; and

- preparing meeting file.

+ Attended investor meeting in Sydney.

+ Prepared minutes of investors’ meeting


ASIC + Liaised with ASIC concerning appeal of appointment of liquidator over Lanepoint.

+ Reviewed report from Special Purpose Liquidator on the claim against the auditors.

+ Liaised with Special Purpose Liquidator concerning his report.

+ Attended meetings with ASIC concerning Special Purpose Liquidator’s report and claim against auditors.

+ Attended meetings with Special Purpose Liquidator.

+ Attended meeting with Clayton Utz concerning advice on auditor claim.

+ Corresponded with Axiom Forensics concerning creditor claim and investor verification including preparing updated investor schedule and calculating estimated return to investors.

Investigation + Obtained legal advice on potential claim against investment management committee.











+ Attended to maintaining and reconciling the bank accounts.

+ Corresponded with bank concerning transfers between bank accounts.

Taxation + Attended meetings with accountants concerning preparation of outstanding tax returns.

+ Researched tax issues and possible deductible items.

+ Reviewed draft tax returns.

+ Corresponded with accountants concerning tax returns and queries.

+ Collated documents to provide to accountants to prepare 2010 tax return.


+ Attended to preparation of schedules of receipts and payments to attach to ASIC Form 524 – Six-monthly Receipts and Payments.



+ Attended to BAS Audit by the ATO including collating and sending documents requested by the ATO.



Total [$117,042.50]


ACN 074 148 431

As Trustee for the Paragon Apartments Trust


Total

($)


Melinda Rivera Manager 1 395.00 19.70 7,781.50 15.30 6,043.50 - - - - 4.40 1,738.00


Elley Faul Group Secretary 115.00 0.30 34.50 - - - - - - 0.30 34.50


9,937.00 15.30 6,043.50 - - - - 18.30 3,893.50

993.70

10,930.70


(ex GST)

Total

actual

hours

Task Area


TOTAL

GST


Westpoint Management Ltd (In Liquidation) (Receivers and Managers Appointed) ACN 074 148 431 As Trustee for the Paragon Apartments Trust


Assets [$6,043.50]

Other assets + Reviewed and updated statement of position.

+ Updated work plan and prepared task list of outstanding issues.

+ Liaised with KordaMentha concerning progress of sale of apartment jointly owned by PAT and Paragon Apartments Limited.

+ Liaised with KordaMentha concerning legal action being taken against PAT and Paragon Apartments Limited and appeal against delisting action.

+ Reviewed joint venture agreement.

+ Located copies of previously lodged tax returns and determined table income/loss for FY2004 onwards based on trial balance and other documents available to determine whether there is a further liability to the ATO.











+ Attended to preparation of schedules of receipts and payments to attach to ASIC Form 524 – Six-monthly Receipts and Payments.





Total [$9,937.00]


ACN 074 148 431

As Trustee for the 297 Murray Street Trust


Total

($)


Melinda Rivera Manager 1 395.00 2.50 987.50 0.40 158.00 - - - 2.10 829.50

Mary Agostino Senior Administrator 160.00 4.50 720.00 - - - - - - 4.50 720.00


1,795.50 0.40 158.00 - - - - 7.40 1,637.50

179.55

1,975.05


(ex GST)

Total

actual

hours

Task Area


TOTAL

GST


Westpoint Management Ltd (In Liquidation) (Receivers and Managers Appointed) ACN 074 148 431 As Trustee for the 297 Murray Street Trust


Assets [$158.00]

Secured creditor + Liaised and corresponded with ING Receiver and Manager.

Other assets + Updated work plan and prepared action list of outstanding isses.








Total [$1,795.50]


ACN 074 148 431

As Responsible Entity for the 60 Market Street Trust


Total

($)


Melinda Rivera Manager 1 395.00 1.40 553.00 0.80 316.00 - - - 0.60 237.00

553.00 0.80 316.00 - - - - 0.60 237.00

55.30

608.30


(ex GST)

Total

actual

hours

Task Area


TOTAL

GST


Westpoint Management Ltd (In Liquidation) (Receivers and Managers Appointed) ACN 074 148 431 As Trustee for the 60 Market Street Trust


Assets [$316.00]

Receivership + Corresponded with Receivers and Managers to obtain an update on the status of receivership.

+ Reviewed Receivers and Managers’ Forms 524 Receipts and Payments lodged with ASIC.

Other assets + Updated work plan and prepared action list of outstanding issues.

Administration [$237.00]







Total [$553.00]