Initial Information for Creditors 59138153689 Pty …...Declaration of Independence, Relevant...

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Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389 ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited. Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current scheme applies Our Ref: \\Mel.File.Au.Gt.Local\Melbcommon\Insolvency\Docs\591PTH01\ADMINISTRATION\K Unsecured Creditors\Initial Notice To Creditors\1. 20180822_Initial Information To Creditors_LB.Docx Collins Square, Tower 1 727 Collins Street Melbourne VIC 3000 Correspondence to: GPO Box 4736 Melbourne VIC 3001 T (03) 8320 2222 F (03) 8320 2200 E [email protected] W www.grantthornton.com.au TO THE CREDITOR AS ADDRESSED 23 August 2018 Dear Sir/Madam Initial Information for Creditors 59138153689 Pty Ltd (In Liquidation) (Formerly known as "Trojan Security ESM (Qld) Pty Ltd") ACN 138 153 689 (the Company) The purpose of this letter is to provide you with information about the liquidation of the Company and your rights as a creditor and to seek approval of proposals without a meeting. Notification of appointment I, Andrew Hewitt, was appointed Liquidator of the Company by a resolution of the Company’s members on 15 August 2018. A copy of my Declaration of Independence, Relevant Relationships and Indemnities (DIRRI) is attached at Appendix A. The DIRRI assists you to understand any relevant relationships that I have, and any indemnities or upfront payments that have been provided to me. None of the relationships disclosed in this document affect my independence. What is a Creditors’ Voluntary Liquidation? A Creditors’ Voluntary Liquidation, or CVL, is a liquidation initiated by the company where the company is unable to pay all of its creditors in full. This means that the company is insolvent. According to the Company’s records, you may be a creditor of the Company. What happens to your debt? All creditors of the Company are now creditors in the liquidation. As a creditor, you have certain rights, although your debt will be dealt with in the liquidation. If you have leased the Company property, have a retention of title claim or hold a Personal Property Security in relation to the Company, please contact my staff as soon as possible.

Transcript of Initial Information for Creditors 59138153689 Pty …...Declaration of Independence, Relevant...

Page 1: Initial Information for Creditors 59138153689 Pty …...Declaration of Independence, Relevant Relationships and Indemnities 59138153689 Pty Ltd (In Liquidation) (Formerly known as

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

‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the

context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each

member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one

another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389

and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.

Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current scheme applies

Our Ref: \\Mel.File.Au.Gt.Local\Melbcommon\Insolvency\Docs\591PTH01\ADMINISTRATION\K Unsecured Creditors\Initial Notice To Creditors\1. 20180822_Initial Information To Creditors_LB.Docx

Collins Square, Tower 1 727 Collins Street Melbourne VIC 3000

Correspondence to: GPO Box 4736 Melbourne VIC 3001 T (03) 8320 2222 F (03) 8320 2200 E [email protected] W www.grantthornton.com.au

TO THE CREDITOR AS ADDRESSED 23 August 2018 Dear Sir/Madam

Initial Information for Creditors 59138153689 Pty Ltd (In Liquidation) (Formerly known as "Trojan Security ESM (Qld) Pty Ltd") ACN 138 153 689 (the Company) The purpose of this letter is to provide you with information about the liquidation of the Company and your rights as a creditor and to seek approval of proposals without a meeting.

Notification of appointment

I, Andrew Hewitt, was appointed Liquidator of the Company by a resolution of the Company’s members on 15 August 2018. A copy of my Declaration of Independence, Relevant Relationships and Indemnities (DIRRI) is attached at Appendix A. The DIRRI assists you to understand any relevant relationships that I

have, and any indemnities or upfront payments that have been provided to me. None of the relationships disclosed in this document affect my independence.

What is a Creditors’ Voluntary Liquidation?

A Creditors’ Voluntary Liquidation, or CVL, is a liquidation initiated by the company where the company is unable to pay all of its creditors in full. This means that the company is insolvent. According to the Company’s records, you may be a creditor of the Company.

What happens to your debt?

All creditors of the Company are now creditors in the liquidation. As a creditor, you have certain rights, although your debt will be dealt with in the liquidation.

If you have leased the Company property, have a retention of title claim or hold a Personal Property Security in relation to the Company, please contact my staff as soon as possible.

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Your rights as a creditor

Information regarding your rights as a creditor is provided in the information sheet included at Appendix B. This includes your right to:

Make reasonable requests for a meeting

Make reasonable requests for information

Give directions to me

Appoint a reviewing liquidator, and

Replace me as liquidator.

I wish to draw to your attention to the special right to request a meeting in the first twenty (20) business days of a Creditor’s Voluntary Liquidation. If I receive a request for a meeting from at least 5% of known creditors that are not a related entity of the Company, I am required to hold a meeting, as long as the request is reasonable. The details of whether a request is reasonable or not is included in the information sheet at Appendix B.

Summary of the Company’s affairs

I received a Form 509 Summary of Affairs from the Director of the Company, Mr Justin Brinkies, on 16 August 2018. A copy of this document is attached at Appendix C.

Listing of creditors

I have also attached at Appendix D a list of creditors, including their address and the estimated

amounts of their claims that are shown in the records of the Company. Any creditors related to the Company are identified. I am required to provide this information to creditors under law.

What happens next?

I will proceed with the liquidation, including:

recovering and selling any available property

investigating the company’s affairs, and

reporting to the corporate regulator, the Australian Securities and Investments Commission

(ASIC).

If I receive a request for a meeting that complies with the guidelines set out the creditor rights information sheet, I will hold a meeting of creditors. I will write to you within three months of my appointment advising whether a dividend is likely and update you on the progress of my investigations. I may write to you again after that with further information on the progress of the liquidation.

Costs of the liquidation

Included at Appendix E is my Initial Remuneration Notice. This document provides you with

information about how I will get paid for undertaking the liquidation. I request approval of my remuneration by proposal as discussed below.

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Proposal to creditors without a meeting

I seek approval from creditors of the following proposals without a meeting:

1. Remuneration of $11,000 (excluding GST and disbursements) for the period from my appointment on 15 August 2018 to completion of the liquidation as outlined in my Remuneration Approval Report in Appendix F.

2. That the Liquidator be authorised to destroy the books and records of the Company six

(6) months after the date of its deregistration subject to the consent of the Regional Commissioner of the Australia Securities & Investments Commission in accordance with Section 70-35 of the Insolvency Practice Schedule (Corporations) 2016.

Attached at Appendix F is my detailed Remuneration Approval Report on the cost of the

liquidation and the tasks I will undertake which supports my claims for which approval is sought. I am unable to pay my remuneration without the approval of creditors or the court.

Participating in the proposal

To participate in the proposal, please complete and return the following by no later than 21 September 2018:

The “proposal without a meeting” forms included at Appendix G.

The “proof of debt” form included at Appendix H which provides information about what

the Company owes you, along with supporting documents for your claim. The documents can be scanned and emailed to [email protected] or returned via post to our firm’s address, attention Leigh Belot. If you choose to return these documents via post, please ensure that you allow enough time for me to receive them by the due date.

An information sheet on “proposals without a meeting” is included at Appendix I.

Where can you get more information?

The Australian Restructuring Insolvency and Turnaround Association (ARITA) provides information to assist creditors with understanding liquidations and insolvency. This information is available from ARITA’s website at www.arita.com.au. ASIC provides information sheets on a range of insolvency topics. A summary of the information sheets available is attached at Appendix J. These information sheets can be accessed on ASIC’s

website at www.asic.gov.au. Should you have any queries in relation to the above, please contact my office. Yours sincerely Andrew Hewitt Liquidator Appointment date: 15 August 2018 Contact name: Leigh Belot Contact number: (03) 8663 6013 Email: [email protected]

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Attachments

Appendix A - Declaration of Independence, Relevant Relationships and Indemnities Appendix B - Information Sheet - Creditor Rights in Liquidation Appendix C - Summary of Affairs Appendix D - List of Creditors Appendix E - Initial Remuneration Notice Appendix F - Remuneration Approval Report Appendix G - Proposal without a Meeting Forms Appendix H - Formal Proof of Debt Appendix I - Information Sheet – Proposals without a Meeting Appendix J - Summary of ASIC Information Sheets

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Appendix A Declaration of Independence, Relevant Relationships and Indemnities

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Declaration of Independence, Relevant Relationships and Indemnities

59138153689 Pty Ltd (In Liquidation) (Formerly known as "Trojan Security ESM (Qld) Pty Ltd") ACN 138 153 689 (the Company) Practitioner/s appointed to an insolvent entity are required to make declarations as to:

A their independence generally

B relationships, including

i the circumstances of the appointment

ii any relationships with the company and others within the previous 24 months

iii any prior professional services for the company within the previous 24 months

iv that there are no other relationships to declare; and

C any indemnities given, or up-front payments made, to the Practitioner.

This declaration is made in respect of ourselves, our partners, Grant Thornton Australia Limited (GTAL) (the Firm) and any of the GTAL’s associated entities.

A Independence

I, Andrew Hewitt, of Grant Thornton Australia Limited have undertaken a proper assessment of the risks to my independence prior to accepting the appointment as Liquidator of the Company in accordance with the law and applicable professional standards. This assessment identified no real or potential risks to our independence. I am not aware of any reasons that would prevent me from accepting this appointment.

B Declaration of Relationships

Circumstances of appointment

This appointment was referred to me by Terry Finn of de Jonge Read, the Company’s adviser.

On 5 July 2018, Heile Clark and Leigh Belot of my office, held an initial telephone discussion with Mr Finn and the director, Mr Justin Brinkies, for the purpose of:

Obtaining sufficient information about the Company and the circumstances leading to its financial position at that time; and

To clarify and explain to Mr Finn and Mr Brinkies the various options available to the Company and the nature of the consequences of an insolvency appointment.

I received no remuneration for this advice.

On 15 August 2018, the Director resolved that the Company be wound up by way of a creditors’ voluntary liquidation. It was further resolved that a meeting of the Company’s sole member would be convened to consider the winding up of the Company. At this meeting on 15 August 2018, it was resolved that the Company be placed into Liquidation.

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In my opinion, these telephone discussions do not affect my independence for the following reasons:

The Courts and ARITA’s Code of Professional Practice specifically recognise the need for practitioners to provide advice on the insolvency process and the options available and do not consider that such advice results in a conflict or is an impediment to accepting the appointment.

The nature of the advice provided to the Company is such that it would not be subject to review and challenge during the course of the liquidation.

The pre-appointment advice will not influence our ability to be able to fully comply with the statutory and fiduciary obligations associated with the liquidation of the Company in an objective and impartial manner.

I have provided no other information or advice to the Company, the Director and its advisor prior to our appointment beyond that outlined in this DIRRI.

Relevant Relationships (excluding Professional Services to the Insolvent)

I, or a member of my firm, have or have had within the preceding 24 months, a relationship with:

Name Nature of relationship Reasons

Australian Taxation Office (ATO)

I note the ATO has a claim against the Company.

I have had past dealings with the ATO in its capacity as a creditor of past insolvency administrations conducted by me as an insolvency practitioner.

My past involvement with the ATO will not influence my ability to be able to fully comply with the statutory and fiduciary obligations associated with the conduct of the Liquidation of the Company in an objective and impartial manner.

de Jonge Read On occasion my firm has been referred work by de Jonge Read on matters unrelated to the current appointment.

Neither I nor the Firm have undertaken any work for de Jonge Read with respect to the Company.

Our past involvement with de Jonge Read will not influence our ability to be able to fully comply with the statutory and fiduciary obligations associated with the conduct of the Liquidation of the Company in an objective and impartial manner.

75603366294 Pty Ltd (In Liquidation)

(Formerly known as "Trojan Security (Aust) Pty Ltd")

75603366294 Pty Ltd (In Liquidation) is a related entity of the Company as it shares a common majority shareholder and Director.

I am known to the Director only by way of my appointment as Liquidator of the Company.

I have not carried out any prior work for the Director, shareholder or the Company in relation to 75603366294 Pty Ltd (In Liquidation).

My dealings with the Director, shareholder and the Company in no way impact my ability to act as Liquidator of this entity.

Prior Professional services to the Insolvent

Neither I, nor my firm, have provided any professional services to the Company in the previous 24 months.

No other relevant relationships to disclose

There are no other known relevant relationships, including personal, business and professional relationships, from the previous 24 months with the Company, an associate of the Company, a former insolvency practitioner appointed

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to the Company or any person or entity that has security over the whole or substantially whole of the Company’s property that should be disclosed.

C Indemnities and up-front payments

I have not been indemnified in relation to this administration, other than any indemnities that I may be entitled to under statute.

I have received $11,000 from the director as an up-front payment in respect of my remuneration and disbursements for conducting the Liquidation.

Dated: 23rd day of August 2018

..................................................... ANDREW HEWITT

LIQUIDATOR

Note:

1 If circumstances change, or new information is identified, I am required under the Corporations Act 2001 and the ARITA Code of Professional Practice to update this Declaration and provide a copy to creditors with our next communication as well as table a copy of any replacement declaration at the next meeting of the insolvent’s creditors.

2 Any relationships, indemnities or up-front payments disclosed in the DIRRI must not be such that the Practitioner is no longer independent. The purpose of components B and C of the DIRRI is to disclose relationships that, while they do not result in the Practitioner having a conflict of interest or duty, ensure that creditors are aware of those relationships and understand why the Practitioner nevertheless remains independent.

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Appendix B Information Sheet – Creditor Rights in Liquidation

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ARITA ACN 002 472 362

Level 5, 191 Clarence Street, Sydney NSW 2000 Australia | GPO Box 4340, Sydney NSW 2001 t +61 2 8004 4344 | e [email protected] | arita.com.au

AUSTRALIAN RESTRUCTURING INSOLVENCY & TURNAROUND ASSOCIATION

Creditor Rights in Liquidations

Requests must be reasonable.

They are not reasonable if:

Both meetings and information:

(a) complying with the request would

prejudice the interests of one or

more creditors or a third party

(b) there is not sufficient available

property to comply with the request

(c) the request is vexatious

Meeting requests only:

(d) a meeting of creditors dealing with

the same matters has been held, or

will be held within 15 business days

Information requests only:

(e) the information requested would be

privileged from production in legal

proceedings

(f) disclosure would found an action

for breach of confidence

(g) the information has already been

provided

(h) the information is required to be

provided under law within 20

business days of the request

If a request is not reasonable due to (b),

(d), (g) or (h) above, the liquidator must

comply with the request if the creditor

meets the cost of complying with the

request.

Otherwise, a liquidator must inform a

creditor if their meeting or information

request is not reasonable and the

reason why.

As a creditor, you have rights to request meetings and information or take certain actions:

Right to request a meeting

Right to request

information

Right to give directions to

liquidator

Right to appoint a reviewing liquidator

Right to replace

liquidator

Right to request a meeting

Right to request information

In liquidations, no meetings of creditors are held automatically.

However, creditors with claims of a certain value can request in

writing that the liquidator hold a meeting of creditors.

A meeting may be requested in the first 20 business days in a

creditors’ voluntary liquidation by ≥ 5% of the value of the debts held

by known creditors who are not a related entity of the company.

Otherwise, meetings can be requested at any other time or in a court

liquidation by:

▪ > 10% but < 25% of the known value of creditors on the condition

that those creditors provide security for the cost of holding the

meeting

▪ ≥ 25% of the known value of creditors

▪ creditors by resolution, or

▪ a Committee of Inspection (this is a smaller group of creditors

elected by, and to represent, all the creditors).

If a request complies with these requirements and is ‘reasonable’,

the liquidator must hold a meeting of creditors as soon as

reasonably practicable.

Liquidators will communicate important information with creditors as

required in a liquidation. In addition to the initial notice, you should

receive, at a minimum, a report within the first three months on the

likelihood of a dividend being paid.

Additionally, creditors have the right to request information at any

time. A liquidator must provide a creditor with the requested

information if their request is ‘reasonable’, the information is relevant

to the liquidation, and the provision of the information would not

cause the liquidator to breach their duties.

A liquidator must provide this information to a creditor within 5

business days of receiving the request, unless a longer period is

agreed. If, due to the nature of the information requested, the

liquidator requires more time to comply with the request, they can

extend the period by notifying the creditor in writing.

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AUSTRALIAN RESTRUCTURING INSOLVENCY & TURNAROUND ASSOCIATION PAGE 2

12112 (LIQ) - INFO - CREDITOR RIGHTS INFORMATION SHEET V1_0 Version: July 2017

Creditors, by resolution, may give a liquidator directions in relation to a liquidation. A liquidator must have

regard to these directions, but is not required to comply with the directions.

If a liquidator chooses not to comply with a direction given by a resolution of the creditors, they must

document their reasons.

An individual creditor cannot provide a direction to a liquidator.

Creditors, by resolution, may appoint a reviewing liquidator to review a liquidator’s remuneration or a cost or

expense incurred in a liquidation. The review is limited to:

▪ remuneration approved within the six months prior to the appointment of the reviewing liquidator, and

▪ expenses incurred in the 12 months prior to the appointment of the reviewing liquidator.

The cost of the reviewing liquidator is paid from the assets of the liquidation, in priority to creditor claims.

An individual creditor can appoint a reviewing liquidator with the liquidator’s consent, however the cost of

this reviewing liquidator must be met personally by the creditor making the appointment.

Creditors, by resolution, have the right to remove a liquidator and appoint another registered liquidator.

For this to happen, there are certain requirements that must be complied with:

Meeting request Information and notice Resolution at meeting

Right to appoint a reviewing liquidator

Right to replace liquidator

Right to give directions to liquidator

A meeting must be reasonably

requested by the required

number of creditors.

Creditors must inform the

existing liquidator of the

purpose of the request for the

meeting.

Creditors must determine who

they wish to act as the new

liquidator (this person must be a

registered liquidator) and obtain:

▪ Consent to Act, and

▪ Declaration of

Independence, Relevant

Relationships and

Indemnities (DIRRI).

The existing liquidator will send

a notice of the meeting to all

creditors with this information.

If creditors pass a resolution

to remove a liquidator, that

person ceases to be

liquidator once creditors pass

a resolution to appoint

another registered liquidator.

For more information, go to www.arita.com.au/creditors

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Appendix C Summary of Affairs

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Appendix D List of Creditors

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Creditor Listing (Individual Names Suppressed)591PTH01 - 59138153689 Pty Ltd (In Liquidation)All Creditors

SECURED CREDITORS

AddressCreditor Name RATA Advised Claimed Trans IDRelated

PartyCashflow Finance Australia Pty Ltd GPO Box 2139 Brisbane QLD 4001 0.00 0.00 0.00Flexirent Capital Pty Ltd Level 7, 179 Elizabeth Street SYDNEY NSW

2000 0.00 0.00 0.00

GPD Finance Pty Ltd PO Box 106 MURWILLUMBAH VIC 2484 0.00 0.00 0.000.00 0.00 0.003Totals for Secured Creditors

PRIORITY CREDITORS (EMPLOYEES AND SGC)

AddressCreditor Name RATA Advised Claimed Trans IDRelated

PartyEmployee Name Suppressed Suppressed 0.00 0.00 0.00YES

0.00 0.00 0.001Totals for Priority Creditors (Employees and SGC)

UNSECURED CREDITORS

AddressCreditor Name RATA Advised Claimed Trans IDRelated

Party75603366294 Pty Ltd (In Liquidation) C/- Grant Thornton, GPO Box 4736

MELBOURNE VIC 3001 89,011.74 89,011.74 0.00 6663040

ARL Collections Level 9, 193 North Quay BRISBANE QLD 4001 174.51 174.51 0.00 6663018Australian Securities and Investments Level 20, 240 Queen Street Brisbane QLD 4001 254.00 254.00 0.00 6663019Australian Taxation Office GPO Box 9845 SYDNEY NSW 2001 277,009.04 277,009.04 0.00 6663020CCi Credit Management The CCI Centre, Snowdonia Business Park

PORTHMADOG LL48 6LD UNITED KINGDOM 4,256.68 4,256.68 0.00 6663021

CliftonHall Level 3, 431 King William Street ADELAIDE SA5000

330.00 330.00 0.00 6663022CLO Lawyers 1/161 James Street TOOWOOMBA QLD 4350 26,584.80 26,584.80 0.00 6663023CSE Tetracom 508 Goodwood Road DAW PARK SA 5041 25,024.38 25,024.38 0.00 6663024FactorONE Level 18, 10 Eagle St Brisbane QLD 4000 22,370.36 22,370.36 0.00 6663025iCare Workers Insurance GPO Box 4052 SYDNEY NSW 2001 466.87 466.87 0.00 6663028Masters Entourage Security Solutions 403/33 Main Street ROUSE HILL NSW 2154 1,996.50 1,996.50 0.00 6663029Mi Insurance Brokers Unit 3, 79 Price Street NERANG QLD 4211 827.80 827.80 0.00 6663030OfficeWorks 59 Nerang Street SOUTHPORT QLD 4215 158.30 158.30 0.00 6663031Platinum Property Services 965.00 965.00 0.00 6663032Probe Collections PO Box 2196 PO BOX 2196, CAULFIELD

JUNCTION VIC, 3161 DX 37051, CAULFIELD 1,860.71 1,860.71 0.00 6663033

RBC Business Solutions Pty Ltd 1 Mayneview Street MILTON QLD 4064 11,635.59 11,635.59 0.00 6663034Seek Limited Level 3, 232 Adelaide St BRISBANE QLD 4000 3,910.50 3,910.50 0.00 6663035Solution One 26 Milgate Drive MORNINGTON VIC 3931 376.20 376.20 0.00 6663036Transurban Group T/A Linkt - HillsM2 Brisbane Technology Park, 7 Brandl Street

EIGHT MILE PLAINS QLD 4113 44.44 44.44 0.00 6663026

Transurban Group T/A WestLink M7 Brisbane Technology Park, 7 Brandl StreetEIGHT MILE PLAINS QLD 4113

27.02 27.02 0.00 6663027Transurban Group T/A WestLink M7 Brisbane Technology Park, 7 Brandl Street

EIGHT MILE PLAINS QLD 4113 27.93 27.93 0.00 6663041

Trojan Agile Group Pty Ltd C/- de Jonge Read, PO Box 3689 LOGANHOLMEQLD 4129

5,500.00 5,500.00 0.00 6663038Trojan Management Group Pty Ltd C/- de Jonge Read, PO Box 3689 LOGANHOLME

QLD 4129 14,387.58 14,387.58 0.00 6663037

Trojan Security AU/NZ Pty Ltd C/- de Jonge Read, PO Box 3689 LOGANHOLMEQLD 4129

31,969.59 31,969.59 0.00 6663039WorkCover Queensland 280 Adelaide Street BRISBANE QLD 4000 10,694.33 10,694.33 0.00 6663042

529,863.87 529,863.87 0.0025Totals for Unsecured Creditors

23/08/2018 3:32 PM 1Page

529,863.87 529,863.87 0.0029Totals for All Creditors:

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Appendix E Initial Remuneration Notice

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Initial Remuneration Notice

59138153689 Pty Ltd (In Liquidation) (Formerly known as "Trojan Security ESM (Qld) Pty Ltd") ACN 138 153 689 (the Company)

The purpose of the Initial Remuneration Notice is to provide you with information about how my remuneration for undertaking the Creditors Voluntary Liquidation will be set.

1 Remuneration Methods

There are four basic methods that can be used to calculate the remuneration charged by an insolvency practitioner. They are:

Time based / hourly rates This is the most common method. The total fee charged is based on the hourly rate charged for each person who carried out the work multiplied by the number of hours spent by each person on each of the tasks performed.

Fixed Fee

The total fee charged is normally quoted at the commencement of the administration and is the total cost for the administration. Sometimes a practitioner will finalise an administration for a fixed fee.

Percentage The total fee charged is based on a percentage of a particular variable, such as the gross proceeds of assets realisations.

Contingency The practitioner’s fee is structured to be contingent on a particular outcome being achieved.

2 Method chosen

Given the nature of this administration I propose that my remuneration be calculated on the time based / hourly rates

method. In my opinion, this is the fairest method for the following reasons:

I will only be paid for work done, subject to sufficient realisations of the Company assets. Or, if there are insufficient assets realised, subject to the indemnity provided to me (please refer to my Declaration of Independence, Relevant Relationship and Indemnities).

It ensures creditors are only charged for work that is performed. My time is recorded and charged in six minute increments and staff are allocated to duties according to their relevant experience and qualifications.

I am required to perform a number of tasks which do not relate to the realisation of assets, for example responding to creditor enquiries, reporting to ASIC, distributing funds in accordance with the provisions of the Corporations Act or the Bankruptcy Act.

I am unable to estimate with certainty the total amount of fees necessary to complete all tasks required in the external administration.

I have a time recording system that is able to produce a detailed analysis of time spent on each type of task by each individual staff member utilised in the administration.

The method provides full accountability in the method of calculation.

3 Explanation of Hourly Rates

The rates for my remuneration calculation are set out in the following table together with a general guide showing the qualifications and experience of staff engaged in the administration and the role they take in the administration. The hourly rates charged encompass the total cost of providing professional services and should not be compared to an hourly wage.

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Position Description Hourly Rate (excl GST)

Appointee Registered Liquidator / Trustee. Partner bringing specialist skills to Administrations and

Insolvency matters. Controlling all matters relating to the assignment.

$645

Principal Qualified accountant (CA/CPA) and may be a registered Liquidator/Trustee. Minimum 7/8+ years’ experience. Highly advanced technical and commercial skills. Planning and control of all Administration and Insolvency tasks. Controlling substantial matters

relating to the assignment and reporting to the appointee.

$630

Director Qualified accountant (CA/CPA) and may be a registered Liquidator/Trustee. Minimum

7/8+ years’ experience. Likely to be appointed as a director in due course. Highly

advanced technical and commercial skills. Planning and control of all Administration

and Insolvency tasks. Controlling substantial matters relating to the assignment and

reporting to the appointee.

$550

Senior Manager Qualified accountant (CA/CPA). 7/8+ years’ experience. Well-developed technical and

commercial skills. Planning and control of all Administration and Insolvency tasks.

Controlling substantial matters relating to the assignment and reporting to the appointee.

$500

Manager Typically CA/CPA Qualified. 5-8 years’ experience. Well-developed technical and

commercial skills. Planning and control of Administration and Insolvency tasks with the

assistance of the appointee.

$475

Senior Associate Typically CA/CPA Qualified. 3-5 years’ experience. Required to control the fieldwork on

Administrations and Insolvency tasks.

$390 - $420

Associate Typically undertaking CA/CPA Qualifications. Up to 3 years’ experience. Required to

conduct the fieldwork on smaller Administrations and Insolvency tasks and assist with

fieldwork on medium to large Administrations and Insolvency tasks.

$260 - $320

Secretary Carries out all secretarial functions relating to an Administration. $215

Administrator Conducts all aspects relating to administering the accounts function. $205

4 Estimated remuneration

I estimate that this administration will cost approximately $11,000 (excl. GST) to complete, subject to the following variables which may have a significant effect on this estimate and that I am unable to determine at this early stage in the administration:

Identification of additional assets of the Company.

The extent of required investigations into the affairs of the Company prior to the appointment of the liquidators.

Any actions of the liquidators to recover voidable transactions that may be identified during the liquidation.

Liaising with creditors.

Any other unforeseen matters.

Prior to my appointment, I provided an estimate of the cost of the administration to the Director. This estimate is consistent with the estimate provided to the Director prior to my appointment.

I have received $11,000 as an upfront payment from the Director in respect of my remuneration and disbursements for conducting the Liquidation.

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5 Disbursements

Disbursements are divided into three types:

Externally provided professional services These are recovered at cost. An example of an externally provided professional service disbursement is legal fees. Externally provided non-professional costs Such as travel, accommodation and search fees - these are recovered at cost. Internal disbursements Such as photocopying, printing and postage. These disbursements, if charged to the Administration, would generally be charged at cost; though some expenses such as telephone calls, photocopying and printing may be charged at a rate which recoups both variable and fixed costs. The recovery of these costs must be on a reasonable commercial basis.

I am not required to seek creditor approval for disbursements paid to third parties, but must account to creditors. However, I must be satisfied that these disbursements are appropriate, justified and reasonable.

I am required to obtain creditor’s consent for the payment of internal disbursements where there may be a profit or advantage. Creditors will be asked to approve my internal disbursements where there is a profit or advantage prior to these disbursements being paid from the administration.

Details of the basis of recovering disbursements in this administration are provided below.

Basis of disbursement claim

Disbursements Rate

(Excl GST)

Externally provided professional services At Cost

Externally provided non-professional services At Cost

Date of issue: 23 August 2018

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Appendix F Remuneration Approval Report

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Remuneration Approval Report

59138153689 Pty Ltd (In Liquidation) (Formerly known as "Trojan Security ESM (Qld) Pty Ltd") ACN 138 153 689 (the Company) This remuneration approval report provides you with the information you need to be able to make an informed

decision regarding the approval of my remuneration for undertaking liquidation of 59138153689 Pty Ltd.

This report has the following information included:

Part 1: Declaration ........................................................................................................................................................ 1

Part 2: Executive Summary ........................................................................................................................................... 2

Part 3: Remuneration .................................................................................................................................................... 2

3.1 Remuneration claim resolutions ................................................................................................................. 2

3.2 Details of remuneration .............................................................................................................................. 2

3.3 Total remuneration reconciliation ............................................................................................................... 3

3.4 Likely impact on dividends ......................................................................................................................... 3

Part 4: Disbursements ................................................................................................................................................... 3

Part 5: Summary of Receipts and Payments................................................................................................................. 4

Schedule 1: Description of work to be completed ......................................................................................................... 5

What do you need to do next?

You should read this report and the other documentation that I have sent you.

To minimise the costs in this liquidation, I have elected to seek the approval of creditors for my remuneration and

internal disbursements without a meeting. Information about the proposals without a meeting process is included in

my report to creditors accompanying this report.

You can cast your vote by using the included voting forms. These forms then need to be returned to my office by

post, scanned and emailed or faxed. I need to receive your forms by 21 September 2018 for your vote to count. If

you choose to use post, please allow enough time for your letter to be delivered.

If you have any questions, or need any assistance with understanding the materials I have sent to you, please

contact Leigh Belot on (03) 8663 6013 or via email on [email protected].

Part 1: Declaration

I, Andrew Hewitt, have undertaken a proper assessment of this remuneration claim for my appointment as Liquidator

of 59138153689 Pty Ltd in accordance with the law and applicable professional standards. I am satisfied that the

remuneration claimed is in respect of necessary work, properly performed, or to be properly performed, in the

conduct of the liquidation.

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Part 2: Executive Summary

The total remuneration for this appointment is estimated to be $11,000 which is in line with the estimate provided in

my initial remuneration notice to creditors.

Remuneration currently claimed is summarised below:

Period Report

Reference Amount (ex GST)

Current Remuneration claim:

Liquidation

Resolution 1: From appointment of the Liquidator on 15 August 2018 to completion of the liquidation* 3.2; Schedule 1 $11,000.00

Total remuneration claimed

$11,000.00

*Approval for the future remuneration sought is based on an estimate of the work necessary to the completion of the administration. Should additional work be necessary beyond what is contemplated, further approval may be sought from creditors.

Please refer to report section references detailed in the above table for full details of the calculation and composition

of the remuneration approval sought.

Part 3: Remuneration

3.1 Remuneration claim resolutions

I will be seeking approval of the following resolution to approve my remuneration. Details to support this resolution is

included in section 3.2 and in the attached Schedule 1.

Resolution 1: From the appointment of the Liquidator on 15 August 2018 to completion of the liquidation

“The remuneration of the Liquidator and any of the Liquidator’s partners or employees in performance of services

performed from 15 August 2018 to completion of the liquidation to be fixed at $11,000.00 (excluding GST) plus any

out of pocket expenses incurred. Approval is given for such amounts approved to be drawn from available funds

immediately or as funds become available in the liquidation.”

3.2 Details of remuneration

The basis of calculating the remuneration claim is summarised below and the details of the major tasks performed

and the costs associated with each of those major tasks are contained in Schedule 1.

Resolution 1: From the appointment of the Liquidator on 15 August 2018 to completion of the liquidation

The below table sets out the expected costs for the major tasks likely to be performed by the liquidator and their staff

for the period from appointment on 15 August 2018 to the completion of the liquidation which is the basis of the

Resolution 1 claim. More detailed descriptions of the tasks likely to be performed within each task area, matching the

amounts below, are contained in Schedule 1.

Task Area Estimated Hours

Estimated Cost ($)

Assets 1.3 500

Creditors 7.5 3,000

Investigations 12.5 5,000

Administration 3.8 1,500

Statutory 2.5 1,000

Total 27.5 11,000

Average rate ($) 400

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3.3 Total remuneration reconciliation

At this point in time, I estimate that the total remuneration for this liquidation will be $11,000. This is subject to the

following variables which may have a significant effect on this estimate and that I am as yet unable to determine:

Identification of additional assets of the Company.

The extent of required investigations into the affairs of the Company prior to the appointment of the liquidators.

Any actions of the liquidator to recover voidable transactions that may be identified during the liquidation.

Our estimate of total remuneration is consistent with the estimate provided in the enclosed Initial Remuneration

Notice dated 22 August 2018, which estimates remuneration of $11,000 (excluding GST).

In preparing this remuneration approval report, I have made my best estimate at what I believe the liquidation will cost

to complete and I do not anticipate that I will have to ask creditors to approve any further remuneration. However,

should the liquidation not proceed as expected, I will advise creditors and I may seek approval of further

remuneration and provide details on why the remuneration has changed.

3.4 Likely impact on dividends

The Corporations Act sets the order for payment of claims against the company and it provides for remuneration of

the liquidation to be paid in priority to other claims. This ensures that when there are sufficient funds, the liquidator

receives payment for the work done to recover assets, investigate the company’s affairs, report to creditors and ASIC

and distribute any available funds. Even if creditors approve my remuneration, this does not guarantee that I will be

paid, as I am only paid if sufficient assets are recovered.

Any dividend to creditors will also be impacted by the amount of assets that I am able to recover and the amount of

creditor claims that are admitted to participate in any dividend, including any claims by priority creditors such as

employees.

There are not expected to be sufficient funds to pay a dividend to unsecured creditors. If I do declare a dividend, any

creditor whose claim has not yet been admitted will be contacted and asked to submit a proof of debt.

Part 4: Disbursements

Disbursements are divided into three types:

Externally provided professional services - these are recovered at cost. An example of an externally

provided professional service disbursement is legal fees.

Externally provided non-professional costs - these are recovered at cost. Examples of externally provided

non-professional costs are travel, accommodation and search fees.

Internal disbursements such as photocopying, printing and postage. These disbursements, if charged to the

Administration, would generally be charged at cost; though some expenses such as telephone calls,

photocopying and printing may be charged at a rate which recoups both variable and fixed costs. The recovery

of these costs must be on a reasonable commercial basis. Details of the basis of recovery of each of these

costs are discussed below.

I anticipate seeking to recover externally provided professional services and externally provided non-professional

costs only (both at cost) in this liquidation.

Prior to payment of any such disbursements, I will undertake a proper assessment of disbursements claimed in

accordance with the law and applicable professional standards in order to ensure I am satisfied that the

disbursements claimed are necessary and proper.

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I do not anticipate any internal disbursements in this Liquidation and therefore will not be seeking creditor approval to

pay internal disbursement from creditors.

Part 5: Summary of Receipts and Payments

There have not been any receipts and payments in this liquidation to date.

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Schedule 1 – Resolution 1 Table of major tasks for remuneration

The below table provides a description of the work undertaken in each major task area for the period 15 August 2018

to Finalisation.

Task Area General Description Includes

Assets

1.3 hours

$500.00

General Undertake searches to identify any assets of the company including land titles, motor vehicles, bank accounts and business names.

Other Assets Tasks associated with realising any other assets identified; and Collection of cash at bank as at the date of the appointment of the liquidator.

Creditors

7.5 hours

$3,000.00

Creditor Enquiries Issue notification of appointment to all known creditors, including statutory bodies;

Receive and follow up creditor enquiries via telephone;

Maintaining creditor enquiry register; and

Review and prepare correspondence to creditors and their representatives via facsimile, email and post.

Secured creditor reporting Notifying PPSR registered creditors of appointment;

and

Responding to secured creditor’s queries.

Creditor reports Preparing reports, investigation, meeting and general reports to creditors.

Dealing with proofs of debt Receipting and filing Proofs of Debt when not related to a dividend; and Corresponding with the State Revenue Office and ATO regarding Proofs of Debt when not related to a dividend.

Proposals without meeting Preparation of all documents required for approval of proposals without a meeting;

Forward notice of proposals without a meeting and supporting documents to all known creditors; and Maintain register of responses to proposals without

a meeting. Investigations

12.5 hours

$5,000.00

Conducting investigation Collection of company books and records;

Correspondence with ASIC to receive assistance in obtaining reconstruction of financial statements, company’s books & records and Report as to Affairs (if required);

Reviewing company’s books and records;

Review and preparation of company nature and history;

Conducting and summarising statutory searches;

Preparation of comparative financial statements;

Preparation of deficiency statement;

Review of specific transactions and liaising with directors regarding certain transactions;

Liaising with directors regarding certain transactions;

Preparation of investigation file;

Lodgement of investigation with the ASIC; and

Preparation and lodgement of supplementary report if required

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Examinations (if required)

Preparing brief to solicitor;

Liaising with solicitor(s) regarding examinations;

Attendance at examination;

Reviewing examination transcripts; and Liaising with solicitor(s) regarding outcome of examinations and further actions available.

Recoveries and litigation (if required)

Internal meetings to discuss status of litigation;

Preparing brief to solicitors;

Liaising with solicitors regarding recovery actions;

Attending to negotiations; and Attending to settlement matters.

ASIC reporting Preparing statutory investigation reports;

Preparing affidavits seeking non lodgements assistance; and Liaising with ASIC.

Administration 3.8 hours $1,500.00

Document maintenance/file review/checklist

First month, then six monthly administration reviews; Filing of documents; File reviews; and Updating checklists.

Insurance Identification of potential issues requiring attention of insurance specialists; Correspondence with insurer regarding initial and ongoing insurance requirements; and Reviewing insurance policies.

Bank account administration Preparing correspondence opening and closing accounts; Requesting bank statements; Bank account reconciliations; and Correspondence with bank regarding specific transfers.

ASIC Form 524 and other forms Preparing and lodging ASIC forms including 505, 524, 911 etc; and Correspondence with ASIC regarding statutory forms.

ATO and other statutory reporting Notification of appointment; Preparing BAS; and Completing group certificates.

Finalisation Notifying ATO of finalisation; Cancelling ABN / GST / PAYG registration; Completing checklists; and Finalising WIP.

Planning / Review Discussions regarding status of administration.

Books and records / storage Dealing with records in storage; and Sending job files to storage.

Statutory 2.5 hours $1,000.00

Statutory Tasks Review ASIC lodgements and attend to lodgement of particular forms.

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Appendix G Proposals without a Meeting Forms

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23 August 2018

NOTICE OF PROPOSAL TO CREDITORS

59138153689 Pty Ltd (In Liquidation) (Formerly known as "Trojan Security ESM (Qld) Pty Ltd")

ACN 138 153 689 (the Company)

Proposal for creditor approval

The remuneration of the Liquidator and any of the Liquidator’s partners or employees in performance of services performed from 15 August 2018 to completion of the liquidation to be fixed at $11,000.00 (excluding GST) plus any out of pocket expenses incurred. Approval is given for such amounts approved to be drawn from available funds immediately or as funds become available in the liquidation.

Reasons for the proposal and the likely impact it will have on creditors if it is passed

The Liquidator seeks approval of their remuneration in accordance with Section 60-10 of the Insolvency Practice Schedule (Corporations) 2016. The Corporations Act sets the order for payment of claims against the company and it provides for remuneration of the liquidation to be paid in priority to other claims. This ensures that when there are sufficient funds, the liquidator receives payment for the work done to recover assets, investigate the company’s affairs, report to creditors and ASIC and distribute any available funds. Even if creditors approve my remuneration, this does not guarantee that I will be paid, as I am only paid if sufficient assets are recovered.

Any dividend to creditors will also be impacted by the amount of assets that I am able to recover and the amount of creditor claims that are admitted to participate in any dividend, including any claims by priority creditors such as employees. There are not expected to be sufficient funds to pay a dividend to unsecured creditors. If I do declare a dividend, any creditor whose claim has not yet been admitted will be contacted and asked to submit a proof of debt.

Vote on proposal

Creditors have the option of approving, not approving or objecting to the proposal being resolved without a meeting of creditors. Please select (tick) the appropriate Yes, No or Object box referred to below: Yes 󠆤 I approve the proposal No 󠆤 I do not approve the proposal Object 󠆤 I object to the proposal being resolved without a meeting of creditors Your claim against the Company must be admitted for the purposes of voting in the liquidation for your vote to count. Please select the option that applies:

󠆤 I have previously submitted a proof of debt form and supporting documents

󠆤 I have enclosed a proof of debt form and supporting documents with this proposal form

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Creditor details

Name of creditor: ACN / ABN (if applicable):

󠆤 I am not a related creditor of the Company.

󠆤 I am a related creditor of the Company (please state relationship): .

Address:

Name of creditor / authorised person:

Signature: Date:

Please complete this document and return with any supporting documents by no later than 21 September 2018 for

your vote to be counted, by email to Leigh Belot at [email protected]. If you have any questions please call (03) 8663 6013. Completed forms may also be sent by post attention to Leigh Belot at Grant Thornton Australia Limited, GPO Box 4736, Melbourne, Victoria 3001, although you should ensure this is sent with sufficient time to arrive by the date the vote closes, which I cannot guarantee.

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23 August 2018

NOTICE OF PROPOSAL TO CREDITORS

59138153689 Pty Ltd (In Liquidation) (Formerly known as "Trojan Security ESM (Qld) Pty Ltd")

ACN 138 153 689 (the Company)

Proposal for creditor approval

That the Liquidator be authorised to destroy the books and records of the Company six months after the date of its deregistration subject to the consent of the Regional Commissioner of the Australia Securities & Investments Commission in accordance with Section 70-35 of the Insolvency Practice Schedule (Corporations) 2016.

Reasons for the proposal and the likely impact it will have on creditors if it is passed

The Liquidator seeks approval that they be authorised to destroy the books and records of the Company six months after the date of its deregistration, subject to the consent of ASIC. This allows the Liquidator to minimise the costs of storage of the books and records of the Company following the finalisation of the liquidation. There is not expected to be any impact on creditors from this proposal.

Vote on proposal

Creditors have the option of approving, not approving or objecting to the proposal being resolved without a meeting of creditors. Please select (tick) the appropriate Yes, No or Object box referred to below: Yes 󠆤 I approve the proposal No 󠆤 I do not approve the proposal Object 󠆤 I object to the proposal being resolved without a meeting of creditors Your claim against the Company must be admitted for the purposes of voting in the liquidation for your vote to count. Please select the option that applies:

󠆤 I have previously submitted a proof of debt form and supporting documents

󠆤 I have enclosed a proof of debt form and supporting documents with this proposal form

Creditor details

Name of creditor: ACN / ABN (if applicable):

󠆤 I am not a related creditor of the Company.

󠆤 I am a related creditor of the Company (please state relationship): .

Address:

Name of creditor / authorised person:

Signature: Date:

Please complete this document and return with any supporting documents by no later than 21 September 2018 for

your vote to be counted, by email to Leigh Belot at [email protected]. If you have any questions please call (03) 8663 6013. Completed forms may also be sent by post attention to Leigh Belot at Grant Thornton Australia Limited, GPO Box 4736, Melbourne, Victoria 3001, although you should ensure this is sent with sufficient time to arrive by the date the vote closes, which I cannot guarantee.

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Appendix H Formal Proof of Debt

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Subregulation 5.6.49(2)

Corporations Act 2001

Form 535

Formal Proof of Debt or Claim (General Form)

To the Liquidator of 59138153689 Pty Ltd (In Liquidation) (Formerly known as "Trojan Security ESM (Qld) Pty Ltd")

ACN 138 153 689 (the Company)

1. This is to state that the Company was on 15 August 2018, and still is, justly and truly indebted to: ________________

full name, ABN 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 dollars and cents. Particulars of the debt are:

Date Consideration Amount Remarks

(state how the debt arose) (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 Due Date

$

3. Signed by (select option):

󠆤 I am the creditor personally.

󠆤 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.

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

Signature: Dated:

Name: Occupation:

Address:

RECEIVE REPORTS ELECTRONICALLY Yes No

Do you wish to receive all future reports and correspondence from our office electronically?

Email:……………………………………………………………………………

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Appendix I Information Sheet – Proposals without a Meeting

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ARITA ACN 002 472 362

Level 5, 191 Clarence Street, Sydney NSW 2000 Australia | GPO Box 4340, Sydney NSW 2001 t +61 2 8004 4344 | e [email protected] | arita.com.au

AUSTRALIAN RESTRUCTURING INSOLVENCY & TURNAROUND ASSOCIATION

Information sheet: Proposals without meetings

You may be a creditor in a liquidation, voluntary administration or deed of company arrangement

(collectively referred to as an external administration).

You have been asked by the liquidator, voluntary administrator or deed administrator (collectively

referred to as an external administrator) to consider passing a proposal without a meeting.

This information sheet is to assist you with understanding what a proposal without a meeting is and

what your rights as a creditor are.

Meetings of creditors were previously the only way that external administrators could obtain the views

of the body of creditors. However, meetings can be very expensive to hold.

A proposal without a meeting is a cost effective way for the external administrator to obtain the consent

of creditors to a particular course of action.

The external administrator is able to put a range of proposals to creditors by giving notice in writing to

the creditors. There is a restriction under the law that each notice can only contain a single proposal.

However, the external administrator can send more than one notice at any single time.

The notice must:

• include a statement of the reasons for the proposal and the likely impact it will have on creditors

if it is passed

• invite the creditor to either:

o vote yes or no to the proposal, or

o object to the proposal being resolved without a meeting, and

• specify a period of at least 15 business days for replies to be received by the external

administrator.

If you wish to vote or object, you will also need to lodge a Proof of Debt (POD) to substantiate your

claim in the external administration. The external administrator will provide you with a POD to complete.

You should ensure that you also provide documentation to support your claim.

If you have already lodged a POD in this external administration, you do not need to lodge another one.

The external administrator must also provide you with enough information for you to be able to make an

informed decision on how to cast your vote on the proposal. With some types of proposals, the law or

ARITA’s Code of Professional Practice sets requirements for the information that you must be provided.

What types of proposals can be put to creditors?

What information must the notice contain?

What is a proposal without a meeting?

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AUSTRALIAN RESTRUCTURING INSOLVENCY & TURNAROUND ASSOCIATION PAGE 2

22302 - INFO - Proposals information sheet v1_0.docx Version: July 2017

For example, if the external administrator is asking you to approve remuneration, you will be provided

with a Remuneration Approval Report, which will provide you with detailed information about how the

external administrator’s remuneration for undertaking the external administration has been calculated.

You can choose to vote yes, no or object to the proposal being resolved without a meeting.

A resolution will be passed if more than 50% in number and 50% in value (of those creditors who did

vote) voted in favour of the proposal, but only so long as not more than 25% in value objected to the

proposal being resolved without a meeting.

If the proposal doesn’t pass and an objection is not received, the external administrator can choose to

amend the proposal and ask creditors to consider it again or the external administrator can choose to

hold a meeting of creditors to consider the proposal.

The external administrator may also be able to go to Court to seek approval.

If more than 25% in value of creditors responding to the proposal object to the proposal being resolved

without a meeting, the proposal will not pass even if the required majority vote yes. The external

administrator will also be unable to put the proposal to creditors again without a meeting.

You should be aware that if you choose to object, there will be additional costs associated with

convening a meeting of creditors or the external administrator seeking the approval of the Court. This

cost will normally be paid from the available assets in the external administration.

This is an important power and you should ensure that it is used appropriately.

The Australian Restructuring Insolvency and Turnaround Association (ARITA) provides information to

assist creditors with understanding external administrations and insolvency.

This information is available from ARITA’s website at artia.com.au/creditors.

ASIC also provides information sheets on a range of insolvency topics. These information sheets can

be accessed on ASIC’s website at asic.gov.au (search for “insolvency information sheets”).

What are your options if you are asked to vote on a proposal without a meeting?

What happens if the proposal doesn’t pass?

What happens if I object to the proposal being resolved without a meeting?

Where can I get more information?

How is a resolution passed?

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Appendix J Summary of ASIC Information Sheets

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Important note: The information sheets contain a summary of basic information on the topic. It is not

Insolvency information for directors, employees, creditors and shareholders ASIC has 11 insolvency information sheets to assist you if you’re affected by a company’s insolvency and have little or no knowledge of what’s involved.

These plain language information sheets give directors, employees, creditors and shareholders a basic understanding of the three most common company insolvency procedures—liquidation, voluntary administration and receivership. There is an information sheet on the independence of external administrators and one that explains the process for approving the fees of external administrators. A glossary of commonly used insolvency terms is also provided.

The Insolvency Practitioners Association (IPA), the leading professional organisation in Australia for insolvency practitioners, endorses these publications and encourages its members to make their availability known to affected people.

List of information sheets

• INFO 41 Insolvency: a glossary of terms • INFO 74 Voluntary administration: a guide for creditors • INFO 75 Voluntary administration: a guide for employees • INFO 45 Liquidation: a guide for creditors • INFO 46 Liquidation: a guide for employees • INFO 54 Receivership: a guide for creditors • INFO 55 Receivership: a guide for employees • INFO 43 Insolvency: a guide for shareholders • INFO 42 Insolvency: a guide for directors • INFO 84 Independence of external administrators: a guide for creditors • INFO 85 Approving fees: a guide for creditors

Getting copies of the information sheets

To get copies of the information sheets, visit ASIC’s website at www.asic.gov.au/insolvencyinfosheets. The information sheets are also available from the IPA website at www.ipaa.com.au. The IPA website also contains the IPA’s Code of Professional Practice for Insolvency Professionals, which applies to IPA members.

a substitute for legal advice. Some provisions of the law referred to may have important exceptions or qualifications. These documents may not contain all of the information about the law or the exceptions and qualifications that are relevant to your circumstances. You will need a qualified professional adviser to take into account your particular circumstances and to tell you how the law applies to you.

© Australian Securities & Investments Commission, December 2008 Page 1 of 1