2. Form 532 Form of proxy (indicate which of the One.Tel Group Companies of which you are a creditor).

Transcription

1 8 August 2011 To Creditors Dear Sir/Madam One.Net Pty Limited ACN ( One.Net ) One.Tel Digital Pty Limited ACN ( One.Tel Digital ) One.Card Pty Limited ACN ( One.Card ) all (In Liquidation) collectively known as the One.Tel Group Companies I refer to the appointment of Peter Walker and myself as Voluntary Administrators of the above companies on 30 May 2001 and to our subsequent appointment as Joint Liquidators on 24 July 2001 pursuant to Section 439C(c) of the Corporations Act I now enclose: 1. Form 529 Notice of annual meetings of creditors and members of One.Net and One.Tel Digital; and Notice of final meeting of creditors and members of One.Card. 2. Form 532 Form of proxy (indicate which of the One.Tel Group Companies of which you are a creditor). In the event that a non-corporate creditor is unable to attend the meeting in person, the Proxy should be completed and returned to this office prior to the meeting. Corporate creditors will be required to complete the Proxy in order to authorise a representative to attend the meeting and vote on its behalf. For a Proxy form to be accepted as valid, corporate creditors will need to execute the Proxy under common seal, or provide details of the authority of any signatory/ies to appoint the proxy, or provide evidence of the proxy s appointment as a representative for the creditor under Section 250D of the Act. Proxies should be received by this office 24 hours before the meeting. 3. Report (annual and final, as the case may be) as to the current position of the liquidations, including summaries of receipts and payments to date. If you have any queries please contact Bradley Grimshaw of this office. Yours faithfully One.Tel Group Companies S J Sherman Liquidator 1. bg110808s1.docx A01:19484

2 FORM 529 CORPORATIONS ACT 2001 Section 508 Subregulation (2) NOTICE OF ANNUAL MEETINGS OF CREDITORS AND MEMBERS One.Net Pty Limited (In Liquidation) ACN One.Tel Digital Pty Limited (In Liquidation) ACN Notice is given that annual meetings of creditors and members of the abovenamed Companies will be held concurrently at the Banjo Paterson Room of the Sydney Harbour Marriott Hotel, 30 Pitt Street, Sydney on 29 August 2011 at 10:00 am. AGENDA 1. To receive an account of the Liquidators acts and dealings and the conduct of the windings up during the year ended 30 May 2011; and 2. Any other relevant business properly brought before the meetings. FORM 529 CORPORATIONS ACT 2001 Section 509 Subregulation (2) NOTICE OF FINAL MEETING OF CREDITORS AND MEMBERS One.Card Pty Limited (In Liquidation) ACN Notice is given pursuant to Section 509 of the Corporations Act 2001 that a meeting of the creditors and members of the above Company will be held at the Banjo Paterson Room of the Sydney Harbour Marriott Hotel, 30 Pitt Street, Sydney on 26 August 2011 at 10:00 am for the purpose of having an account laid before them showing the manner in which the liquidation has been conducted and the property of the Company disposed of and of hearing any explanations that may be given by the Liquidator. DATED 8 August 2011 S J Sherman Liquidator Ferrier Hodgson GPO Box 4114 SYDNEY NSW 2001 Telephone: Facsimile: g:\one.tel 2353\a1 correspondence with asic, itsa\a1.1 meetings\agm\2011\for website - subsidiaries\2. subsform529.docx

3 FORM 532 CORPORATIONS ACT 2001 Regulation APPOINTMENT OF PROXY ANNUAL MEETING OF CREDITORS AND MEMBERS One.Net Pty Limited (In Liquidation) ACN One.Tel Digital Pty Limited (In Liquidation) ACN FINAL MEETING OF CREDITORS AND MEMBERS One.Card Pty Limited (In Liquidation) ACN collectively known as the One.Tel Group Companies *I/*We 1... of... a creditor / member of... Pty Limited, appoint 2... or in his absence... as *my/our general proxy at the meeting of creditors to be held on. August 2011 at 10:00am, or at any adjournment of that meeting, and to vote on all matters arising at the meeting. I am an unsecured creditor and the total amount owed to me is $ OR I am a secured creditor and the total amount owed to me is $ DATED this day of August OR The Common Seal of 3 Signature 4 of individual or person 5 authorised by corporate resolution to was hereunto affixed in the represent the corporation presence of... Director... Secretary CERTIFICATE OF WITNESS 6 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 August Signature of Witness Description... Place of Residence * Strike out if inapplicable 1 If a firm, strike out I and set out the full name of the firm. 2 Insert the name, address and description of the person appointed. 3 The method of affixing the Common Seal should be prescribed by the creditor corporation's articles. See Note (5). 4 The signature of the creditor is not to be attested by the person nominated as proxy. 5 Note that a corporation may by resolution of its directors provide standing authority for a person to represent it at members meeting and appoint proxies (Section 249(3)& (5)). Copy of authority to be annexed. 6 This certificate is to be completed only where the person giving it is blind. g:\one.tel 2353\a1 correspondence with asic, itsa\a1.1 meetings\agm\2011\for website - subsidiaries\3. subsproxy.docx

4 10 th Annual Report to Creditors Pursuant to Section 508 of the Corporations Act 2001 One.Net Pty Limited ACN ( One.Net ) One.Tel Digital Pty Limited ACN ( One.Tel Digital ) Final Report to Creditors Pursuant to Section 509 of the Corporations Act 2001 One.Card Pty Limited ACN ( One.Card ) all (In Liquidation) collectively known as the One.Tel Group Companies Steven Sherman & Peter Walker Liquidators 8 August 2011 FERRIER HODGSON LEVEL 13, GROSVENOR PLACE, 225 GEORGE STREET, SYDNEY NSW 2000 GPO BOX 4114, SYDNEY NSW 2001 AUSTRALIA TELEPHONE FACSIMILE

5 Table of Contents 1. Executive Summary 1 2. Asset Realisations 1 3. Distributions to Creditors One.Net One.Tel Digital ASIC / Finalisation of Liquidations 2 5. Receipts and Payments 2 6. Conclusion 3

6 1. Executive Summary Pursuant to Section 508 of the Corporations Act 2001 ( the Act ), a liquidator must convene an annual meeting of creditors and members for the purpose of laying before them an account of their acts and dealings and of the conduct of the liquidation during the period. Pursuant to Section 509 of the Act, as soon as the affairs of a company are fully wound up, a liquidator must make up an account showing how the winding up has been conducted and the property of the company has been disposed of and, when the account is so made up, a liquidator must convene a final meeting of creditors and members for the purpose of laying before them the account and giving any explanation of the account. We are now in a position to finalise the liquidation of One.Card. As such, with respect to One.Card, this report has been prepared in accordance with the requirements of Section 509 of the Act in respect of the conduct of that liquidation. With respect to One.Net and One.Tel Digital, this report has been prepared in accordance with the requirements of Section 508 of the Act. In both instances, we note that for a full account of the conduct of the winding up, this report should be read in conjunction with our previous reports to creditors. Creditors may view previous reports at the Ferrier Hodgson website: The annual meetings of the members and creditors of One.Net and One.Tel Digital will be held, concurrently with the annual meeting of the parent company One.Tel Limited (In Liquidation) ( One.Tel ), on 29 August 2011 at 10:00am in the Banjo Paterson Room of the Sydney Harbour Marriott Hotel, 30 Pitt Street, Sydney. The final meeting of the members and creditors of One.Card will be held on 26 August 2011 at 10:00am in the Banjo Paterson Room of the Sydney Harbour Marriott Hotel, 30 Pitt Street, Sydney. 2. Asset Realisations During the year ended 30 May 2011 there have been no realisations with respect to the liquidation of the One.Tel Group Companies, with the exception of interest received in respect of monies held on account of One.Net and One.Tel Digital. 3. Distributions to Creditors 3.1 One.Net To date creditors have received dividends representing 81 cents in the dollar on admitted claims. The distributed funds represent monies received by One.Net in its capacity as a creditor of One.Tel Limited ( One.Tel ). Future dividends are fully dependent on any further distributions, which may be received from the liquidation of One.Tel. One.Tel Group Companies 8 August 2011 Page 1

7 The estimated timing and quantum of any distribution in this regard is at this time unknown. For further information on the One.Tel liquidation, creditors can view the annual reports at the Creditors Information page of the Ferrier Hodgson website: One.Tel Digital To date creditors have received dividends representing 5.8 cents in the dollar on admitted claims. The timing and quantum of any further distributions is primarily dependent upon the recovery of further dividends from the liquidation of One.Tel. The estimated timing and quantum of any distribution in this regard is at this time unknown. For further information on the One.Tel liquidation, creditors can view the annual reports at the Creditors Information page of the Ferrier Hodgson website: 4. ASIC / Finalisation of Liquidations As previously reported, the Australian Securities & Investments Commission ( ASIC ) has not issued a response to our Section 533 report outlining our findings from our investigations into the affairs of One.Net. This had been deferred pending judgment in the litigation initiated by ASIC against Mr Rich, et al. As previously reported, the ASIC proceedings have been determined, with ASIC being unsuccessful and there being no appeal against the decision. However, we are yet to receive any update as to ASIC s position in relation to the 533 report. In relation to One.Tel Digital and One.Card, ASIC has advised that it does not intend to investigate any matter raised at this time. With regard to One.Card, we are now in a position to finalise the liquidation. Matters impacting the finalisation of the remaining liquidations are outlined below: One.Net ASIC advice of further investigations; Receipt of monies from One.Tel; and Distribution of further dividend(s) to creditors. One.Tel Digital Receipt of further monies from One.Tel; and Distribution of further dividend(s) to creditors. 5. Receipts and Payments Statement of Receipts and Payments for One.Net and One.Tel Digital are attached as Annexure A. There have been no monies received or paid in relation to the liquidation of One.Card. One.Tel Group Companies 8 August 2011 Page 2

8 Pursuant to Section 539(5) of the Corporations Act 2001, the Liquidators Statement of Receipts and Payments with respect to all of the One.Tel Group Companies, can be inspected at the offices of Ferrier Hodgson, Level 13, Grosvenor Place, 225 George Street, Sydney NSW, during business hours. 6. Conclusion For the reasons outlined above, I am not yet in a position to finalise the liquidations of One.Net and One.Tel Digital. Creditors will be advised of significant developments in due course. Following the final meeting of members and creditors of One.Card to be held on 26 August 2011, I will lodge with ASIC a return of the holding of the meeting and a copy of the account. Three months thereafter, ASIC will deregister the One.Card. Should any creditor require any further information concerning the contents of this report, please do not hesitate to contact Bradley Grimshaw of my office. DATED 8 August 2011 S J Sherman Liquidator One.Tel Group Companies 8 August 2011 Page 3

9 One.Net Pty Limited (In Liquidation) One.Tel Digital Pty Limited (In Liquidation) ACN ACN Statement of Receipts and Payments Statement of Receipts and Payments Current Year of Liquidation To Date Current Year of Liquidation To Date 1 June 2010 to 31 May May 2001 to 31 May June 2010 to 31 May May 2001 to 31 May 2011 $ $ $ $ $ $ $ $ $ $ $ $ Opening Cash Balance 27, Opening Cash Balance 110, Receipts Receipts Dividends Received - 1,050, Dividends Received - 370, GST Refunds - 2, GST Refunds - 5, Interest Received , Interest Received 4, , Sale of Business - 438, , , Sundry Debtors - 500, ,004, Payments Payments Liquidators' Costs Liquidators' Costs GST Payments 44, GST Payments 5, Telecommunication Services 235, Legal Costs Adminstrators' Remuneration 32, Liquidators' Remuneration 53, Liquidators' Remuneration 43, Liquidators' Expenses General costs General costs Bank Charges Advertising 1, Advertising 1, Bank Charges 0.49 Freight & Cartage , Postage , Printing & Stationery , , Distributions to Creditors Distributions to Creditors 1st Interim Dividend 1,198, st Interim Dividend - 303, nd Interim Dividend 419, ,618, ,976, , Cash Balance as at 31 May 2010 $ 27, $ 27, Cash Balance as at 31 May 2011 $ 115, $ 115, Held as follows: Held as follows: Cash at Bank $ 27, $ 27, Cash at Bank $ 4, $ 4, Cash Invested $ - $ - Cash Invested $ 111, $ 111, Annexure A