For convenience, these FAQs can be found using the following website link:

Transcription

1 To the Recipient as Addressed 19 July 2017 Level Kent Street Sydney NSW 2000 Correspondence to: Locked Bag Q800 QVB Post Office Sydney NSW 1230 T F E info.nsw@au.gt.com W Dear Sir/Madam Courtenay House Capital Trading Group Pty Ltd (In Liquidation) ACN ( CHCTG ) Courtenay House Pty Ltd (In Liquidation) ACN ( CH ) (Collectively referred to as the Companies ) CIRCULAR TO CREDITORS As you are aware, John McInerney and I were appointed Joint and Several Liquidators of the Companies on 16 May A meeting of creditors is to be held pursuant to Section 479(2) of the Corporations Act 2001 ( the Act ). The details are as follows: Date: Monday, 31 July 2017 Time: 2pm (registration open from 1pm) Location: Wesley Mission, 220 Pitt Street, Sydney NSW Please arrive at the meeting location early (1 hour) to ensure there is sufficient time for all creditors to sign the attendance register. Should any investor/creditor have a specific question they wish us to address at the meeting, we request you submit such in writing to our office on or before close of business on 25 July 2017 to enable us, where possible, to adequately prepare a response to your query. Please direct these queries to courtenayhouse@au.gt.com. We refer investors/creditors to our previously issued frequently asked questions ( FAQs ) which may assist with any immediate questions. For convenience, these FAQs can be found using the following website link: Grant Thornton Australia Limited ABN ACN 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 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

2 2 Update on Liquidation Given that the Companies maintained limited books and records, the majority of our efforts to date have been investigating the affairs of the Companies. This includes: 1. Recreating the Companies financial records from source documents such as bank statements; and 2. Interviewing relevant individuals involved with the Companies. Our immediate focus is on undertaking the following tasks: Task Reconstructing financial records from bank statements. Reconstructing foreign exchange trading performance. Consolidating investors trading statements. Details This will confirm what actually happened with the monies raised from investors. Essentially this task requires identifying the source of funds (e.g. investor funds/capital) and the subsequent application/use of funds (e.g. distribution to investors, capital redemption, commission payments or other use of funds). This task must be undertaken from 2008 for CH and from 2011 for CHCTG. Using this information, a set of financial records including profit and loss statement and balance sheet can be produced to provide an accurate financial position and performance of the Companies. This will confirm what foreign exchange trading occurred and whether it was ever enough to generate the returns being offered to investors. We are still in the process of obtaining the trading statements of the various accounts held. This has been delayed as a result of a number of accounts being held in personal capacities and not in the name of the Companies which has restricted our access. This will help us understand what is owed to each investor. The Companies recorded investors capital across a significant number of separate documents. We have commenced the process of consolidating these documents into a single file so that the information can be interrogated and reconciled back to bank statements. The above tasks, although simple in their requirements, are time consuming given the period of time required to be covered (over 6 years) and the number of transactions (thousands of line entries which appear on the bank statements) that need to be interrogated.

3 3 Subsequent to completion of the above tasks, we will then be in a position to report on the following: 1. Financial performance of the Companies including profits (or losses) and other financial reporting metrics; 2. Total quantum of capital raised, redemptions paid and trading profit distributed; 3. Quantify misappropriation of the Companies funds; 4. Commissions earned by relevant parties; and 5. Possible avenues for further asset recoveries. Using the above analysis, we will then be able to formulate a proposed dividend distribution model for investors/creditors. This proposed distribution model will be submitted to the Court for directions prior to any funds being distributed to investors/creditors. When doing so, we will provide notice to investors/creditors of such an application to enable such parties to respond with any information that they deem relevant for the Court s consideration to provide directions on the proposed dividend distribution model. The above analysis will also allow us to determine what other avenues exist for us to commence legal action against potential parties to seek recovery of assets for the benefit of investors. We are making enquiries in respect of the various insurance policies the Companies held. We are complying with our legal obligations in relation to these policies. Our other lines of investigations remain confidential at this stage so as to not prejudice same, we reserve further comment. Asset Recoveries We have not recovered any further assets beyond what was outlined in our previous correspondence. Meeting of Creditors The meeting of creditors of the Companies will be held concurrently. A formal notice of meeting is enclosed. Details of the concurrent meetings are as follows: Date: Monday, 31 July 2017 Time: 2pm (registration open from 1pm) Location: Wesley Mission, 220 Pitt Street, Sydney NSW Creditors who intend to vote at the meeting are required to lodge a formal proof of debt. A blank proof of debt form for the Companies is enclosed. Please note that investors/creditors need only submit one proof of debt. Therefore, if you have already submitted a proof of debt and your claim has not changed, there is no need to submit a new proof of debt for this meeting. Creditors who are unable to attend the meeting and wish to be represented should ensure that a proxy form is completed. A blank proxy form for the Companies is also enclosed. Documents for the meeting of creditors are to be lodged by no later than 4.00pm on Thursday, 27 July 2017, in the following ways:

4 4 Postal Courtenay House Capital Trading Group Pty Ltd (In Liquidation) and/or Courtenay House Pty Ltd (In Liquidation) C/- Grant Thornton Australia Locked Bag Q800 QVB Post Office NSW 1230 Facsimile courtenayhouse@au.gt.com Creditors should ensure that their proof of debt and proxy form completed correspond with one another. Committee of Inspection The main formal agenda item for the meeting is to seek an appointment of a Committee of Inspection ( Committee ). The following are the main points to note regarding being a member of a Committee: 1. Cannot instruct or direct a Liquidator to undertake a certain course of action but act as a sounding board for all creditors. 2. Are non-remunerated. It is a voluntary position and members will be bound by the terms of a confidentiality agreement. 3. Any creditor in breach of the Confidentiality Agreement will be removed from the Committee. 4. The ideal number of creditors for the Committee is between 4 and 6 to ensure that it is workable. ASIC has published the following notes in regards to a Committee: 1. A Committee assists the Liquidator, approves fees and, in limited circumstances, approves the use of some of the Liquidator s powers, on behalf of all the creditors. 2. Committee meetings can be arranged at short notice, which allows the Liquidator to quickly obtain the Committee s views on urgent matters. Shareholders may also be members of the committee. 3. A Committee member must not, without permission from the Court, accept a gift or benefit from the Companies or any other person, including another creditor, or purchase any of the Companies property. 4. A Committee acts by a majority in number of its members present at a meeting, but it can only act if a majority of its members attend that meeting. 5. A liquidator must consider any directions given by the committee of inspection, but is not bound to follow them. Declaration of Independence, Relevant Relationships and Indemnities In accordance the Australian Restructuring Insolvency Turnaround Association ( ARITA ) Code of Professional Practice, a Declaration of Independence, Relevant Relationships and Indemnities ( DIRRI ) is enclosed for your information.

5 5 This declaration discloses information regarding our independence, any prior personal or professional relationships with the Companies or related parties and any indemnities received in relation to our appointment as Liquidators of the Companies. Receipts and Payments The following table is a summary of the receipts and payments for the period 16 May 2017 to 19 July 2017 incurred in the liquidation of CHCTG: Receipts Amount ($) Cash at Bank 50,016, Funds Held in FOREX Accounts 1,306, Other Current Assets Total Receipts 51,323, Payments Bank Charges (2,099.59) Legal Fees (10,988.23) Professional Fees (330.00) Sundry Costs (4,361.24) Total Payments (17,779.06) Cash at Bank as at 19 July ,305, Please note that no receipts or payments have been incurred in the liquidation of CH. Liquidators Fees and Disbursements We are not seeking fee approval from creditors at this point in time. Our remuneration as Liquidators can only be fixed by: 1. Resolution of creditors; 2. Resolution of a committee of inspection; or 3. By the Court. Prior to seeking fee approval, we will issue a detailed remuneration report which outlines the specifics of the remuneration approval sought. This remuneration report will be prepared in accordance with ARITA guidelines. In accordance with the ARITA s Code of Professional Practice, a Schedule of Remuneration Methods and Hourly Rates is enclosed for your information. Other If any creditor has any relevant information that they believe would be of interest to our investigations, they should provide this to our office as soon as possible at the below mentioned address.

6 6 Contact Details Should you have any queries in relation to the above, please contact Fraser Wilkinson of our office on (02) or Yours faithfully Said Jahani Joint and Several Liquidator Enc.

7 7 FORM 529 Corporations Act 2001 Sub-regulation (2) NOTICE OF MEETING Courtenay House Capital Trading Group Pty Ltd (In Liquidation) ACN Courtenay House Pty Ltd (In Liquidation) ACN (Collectively referred to as the Companies ) Notice is hereby given that a meeting of the creditors of the Companies will be held at the Wesley Mission, 220 Pitt Street, Sydney NSW at 2:00 PM on Monday, 31 July A G E N D A 1. To consider holding the meeting of the Companies creditors concurrently. 2. To receive an update from the Liquidators. 3. To consider the appointment of a Committee of Inspection. 4. To consider any other business that may be brought forward. Dated this 19th day of July 2017 SAID JAHANI JOINT AND SEVERAL LIQUIDATOR Grant Thornton Australia Limited Level 17, 383 Kent Street Sydney NSW 2000 Tel: (02)

8 8 Declaration of Independence, Relevant Relationships and Indemnities COURTENAY HOUSE CAPITAL TRADING GROUP PTY LTD (IN LIQUIDATION) ACN COURTENAY HOUSE PTY LTD (IN LIQUIDATION) ACN (Collectively referred to as the Companies ) This document requires the Practitioner/s appointed to an insolvent entity to make declarations as to: A. Their independence generally; B. Relationships, including 1 The circumstances of the appointment; 2 Any relationships with the Insolvent and others within the previous 24 months; 3 Any prior professional services for the Insolvent within the previous 24 months; 4 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 GTAL s associated entities. A: Independence We, Said Jahani and John McInerney of GTAL have undertaken a proper assessment of the risks to our independence prior to accepting the appointment as Liquidators of the Companies in accordance with the law and applicable professional standards. This assessment identified no real or potential risks to our independence. We are not aware of any reasons that would prevent us from accepting this appointment. B: Declaration of Relationships Circumstances of Appointment On 5 May 2017, Ms Penny Beck of the Australian Securities and Investments Commission ( ASIC ) spoke with Mr Jahani and provided a background on the Companies and ASIC s involvement in the matter, including the proposed application to the Court to have the Companies wound up. During the same telephone discussion, Ms Beck also sought Mr Jahani s consent to act as Liquidator of the Companies. Later that day, subsequent to appropriate conflict of interest checks, we provided our consent to act as Liquidators to Ms Beck.

9 9 Relevant Relationships (excluding Professional Services to the Insolvent) Neither we, nor our firm, have, or have had within the preceding 24 months, any relationships with the Companies, an associate of the Companies, a former insolvency practitioner appointed to the Companies or any person or entity that has security over the whole or substantially whole of the Companies property. Prior Professional Services to the Insolvent Neither we, nor our Firm, have provided any professional services to the Companies in the previous 24 months. Concurrent Appointments to Related Parties Nature of professional service We were concurrently appointment Joint & Several Liquidators of the following related party entities: Courtenay House Capital Trading Group Pty Ltd; and Courtenay House Pty Ltd. Reasons We believe that this relationship does not result in a conflict of interest or duty because: We are not aware of any conflicts of interest as between the Companies. Should a conflict arise, we will keep creditors informed and take appropriate action to resolve the conflict. The appointment of us as Joint & Several Liquidators of the Companies will not influence our ability to fully comply with the statutory and fiduciary obligations associated with the Liquidation of the Companies in an object and impartial manner. 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 Companies an associate of the Companies, a former insolvency practitioner appointed to the Companies or any person or entity that has a security over the whole or substantially whole of the Companies property that should be disclosed.

10 10 C: Indemnities and up-front payments We have not been indemnified in relation to this administration, other than any indemnities that we may be entitled to under statute and we have not received any up-front payments in respect of our remuneration or disbursements. Dated this 19th day of July 2017 SAID JAHANI JOINT AND SEVERAL LIQUIDATOR JOHN MCINERNEY JOINT AND SEVERAL LIQUIDATOR NOTE: 1 If circumstances change, or new information is identified, we are required under the Corporations Act 2001 and 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 relationship, 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 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.

11 11 INITIAL ADVICE TO CREDITORS - REMUNERATION 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. Method Chosen Given the nature of this administration, we propose that our remuneration be calculated on the time based/hourly rates method. In our opinion, this is the fairest method for the following reasons: We will only be paid for work done, subject to sufficient realisations of the Company assets. It ensures creditors are only charged for work that is performed. Our time is recorded and charged in six minute increments and staff are allocated to duties according to their relevant experience and qualifications. We are required to perform a number of tasks which do not relate to the realisation of assets, e.g. responding to creditor enquiries, reporting to ASIC and distributing funds in accordance with the provisions of the Corporations Act We are unable to estimate with certainty the total amount of fees necessary to complete all tasks required in this administration at this point in time. Explanation of Hourly Rates The rates for our 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.

12 12 Title Description of Title Hourly Rate (ex GST) Partner Registered Liquidator / Trustee. Partner bringing specialist skills to $650 Administrations and Insolvency matters. Controlling all matters relating to the assignment. Associate 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. $575 Senior Manager Manager Supervisor / Assistant Manager Senior Intermediate Graduate Undergraduate Qualified accountant (CA/CPA). 7/8+ years experience. Welldeveloped 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. 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. Typically CA/CPA Qualified. 4+ years experience. Co-ordinates planning and control of small to medium Administrations and Insolvency tasks. Conducts certain aspects of larger Administrations. Typically CA/CPA Qualified. 3-5 years experience. Required to control the fieldwork on Administrations and Insolvency tasks. 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. Typically less than 1 years experience. Required to assist with the day to day fieldwork on Administrations and Insolvency tasks under the supervision of intermediate and senior staff. Typically less than 1 years experience, usually working part time whilst studying a university undergraduate qualification. Required to assist with the day to day fieldwork on Administrations and Insolvency tasks under the supervision of intermediate and senior staff. Secretary Carries out all secretarial functions relating to an Administration. $185 Administrator Conducts all aspects relating to administering the accounts function. $185 $550 $520 $440 $400 $330 $270 $220 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.

13 13 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. We are not required to seek creditor approval for disbursements, but must account to creditors. Full details of any actual costs incurred will be provided with future reporting

14 FORM 532 Corporations Act 2001 Regulation Courtenay House Capital Trading Group Pty Ltd (In Liquidation) ACN (the Company) APPOINTMENT OF PROXY I/We (1) of a creditor/member of Courtenay House Capital Trading Group Pty Ltd (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 Monday, 31 July 2017 at 2:00 PM or at any adjournment of that meeting. DATED this day of 2017 (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 2017 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 Thursday, 27 July 2017 to be eligible to vote at the meeting. RETURN TO: Courtenay House Capital Trading Group Pty Ltd (In Liquidation) of care of Grant Thornton Australia Limited Address: Locked Bag Q800, QVB Post Office, Sydney NSW 1230 Phone: Fax:

15 FORM 532 Corporations Act 2001 Regulation Courtenay House Pty Ltd (In Liquidation) ACN (the Company) APPOINTMENT OF PROXY I/We (1) of a creditor/member of Courtenay House Pty Ltd (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 Monday, 31 July 2017 at 2:00 PM or at any adjournment of that meeting. DATED this day of 2017 (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 2017 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 Thursday, 27 July 2017 to be eligible to vote at the meeting. RETURN TO: Courtenay House Pty Ltd (In Liquidation) of care of Grant Thornton Australia Limited Address: Locked Bag Q800, QVB Post Office, Sydney NSW 1230 Phone: Fax:

16 ACN FORM 535 Corporations Act (2001) Subregulation (2) FORMAL PROOF OF DEBT OR CLAIM (GENERAL FORM) To the Official Liquidators of Courtenay House Capital Trading Group Limited (In Liquidation) 1. This is to state that the company was on 16 May 2017 (date of court order in winding up by the Court, or date of resolution to wind up, if a voluntary winding up), 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 Occupation: Address *Do not complete if this proof is made by the creditor personally.

17 ACN FORM 535 Corporations Act (2001) Subregulation (2) FORMAL PROOF OF DEBT OR CLAIM (GENERAL FORM) To the Official Liquidators of Courtenay House Pty Ltd (In Liquidation) 1. This is to state that the company was on 16 May 2017 (date of court order in winding up by the Court, or date of resolution to wind up, if a voluntary winding up), 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 Occupation: Address *Do not complete if this proof is made by the creditor personally.