Second Annual Report to Creditors

Transcription

1 CORPORATE RECOVERY Second Annual Report to Creditors Allco Finance Group Limited and 49 subsidiaries listed in Appendix A (All in Liquidation) (All Receivers & Managers Appointed) 12 August 2011

2 Contents 1 Glossary Introduction Purpose of Report Key activities undertaken Indemnities provided Status of investigations Investigations into potential claims Investigation of offences Remaining activities in the liquidation... 5 Appendix A list of companies in liquidation... 6 Appendix B Receipts and payments... 7 Allco Finance Group -Second Report to Creditors - 12 August 2011 Page 1

3 1 Glossary ACN Australian Company Number AFGL Allco Finance Group Limited ASIC The Australian Securities and Investments Commission Creditors creditors of any member of the Group Cross Guarantee Group 17 Allco entities that are party to the DOCG DOCA Deed of Company Arrangement DOCG Deed of Cross Guarantee s439a Report 439A Report to Creditors dated 6 March 2009 Security The security held by the Banking Syndicate over the assets of the Companies the Act The Corporations Act 2001 the Banking Syndicate 12 banks with security over the assets of the Companies the Committee Committee of Inspection the Group / the Companies The 17 Allco entities that are in liquidation and party to the DOCG the Liquidators Anthony Gregory McGrath and Joseph David Hayes the Receivers Steven Sherman and Peter Gothard Allco Finance Group -Second Report to Creditors - 12 August 2011 Page 2

4 2 Introduction 2.1 Purpose of Report This is the Second Annual Report ( Report ) to the creditors of Allco Finance Group Limited ( AFGL ) and 49 of its subsidiaries that are in liquidation ( Creditors ) ( the Group or the Companies ) prepared by Anthony Gregory McGrath and Joseph David Hayes, Liquidators of the Companies. Members of the Group are listed in Appendix A to this Report. Pursuant to s508(1)(b)(ii) of the Corporations Act ( the Act ) the Liquidators have made a determination to prepare a Report rather than convene a meeting of creditors. This Report has been prepared in accordance with s508(3) of the Act and outlines the key activities that have been undertaken over the period 26 May 2010 to 25 May 2011 and has been lodged with ASIC pursuant to s508(4) of the Act. 2.2 Key activities undertaken The key activities that have been undertaken by the Liquidators can be summarised into the following broad categories: + finalisation of the investigations into claims held by the Liquidators in respect of the Excluded Assets and invalid Security; + attending to the distribution of settlement proceeds to entitled Deed of Cross Guarantee Group creditors; + ASIC funded investigations into the affairs of the Group, which included drafting and presenting ASIC with a supplementary report outlining our findings pursuant to Section 533 of the Act. + Liaising with the Receivers and Managers regarding the Group and asset realisations. This included reviewing documents and providing consents (where necessary) relating to the sale of assets; + attending to the retirement and replacement of trustee roles held by various members of the Group; + attending to various statutory and taxation obligations; + general creditor correspondence and engagement management; and + liaising with shareholders and note holders. The focus of our activity during the past 12 months has been on investigations into the entitlement to certain Excluded Assets and the validity of the Security held by the Banking Syndicate. The nature of these enquiries and a brief outline of the confidential settlement accepted are detailed further at section 3 below. 2.3 Indemnities provided Indemnities have been provided to the Liquidators for professional fees incurred in relation to the following work streams: + finalisation of the DOCAs; and + retirement and replacement of trustees. + investigations into the affairs of the Group on behalf of ASIC (detailed further in Section 3.2 below). The quantum of funding received is outlined in the Receipts and Payments statement included as Appendix B. Page 3

5 3 Status of investigations 3.1 Investigation into potential claims Much of our investigation work has been in respect of: + the entitlement to Excluded Assets; and + the validity of the Bank Syndicate Security. We are now able to advise that our investigations into these issues have been finalised. Following a series of meetings, offers and counter offers, the Receivers on behalf of the Bank Syndicate, made an offer to settle claims held by the Liquidators both in respect of the Excluded Assets and the validity of the Security on the following terms: + a payment to the Liquidators of $4.0 million; + an agreement that the Bank Syndicate will not prove in the liquidation of any Allco entity meaning that the only creditors that will have an entitlement to a dividend in the liquidation of the Group will be the non-bank Syndicate unsecured creditors of the Group; and + an undertaking that the Receivers/Bank Syndicate will waive the rights held to the priority repayment of the funding of approximately $786,000 provided over the course of the Administration and otherwise release the Liquidators and the Group from repaying that amount. In return for the above, the Liquidators would be required to: + release the Bank Syndicate and the Receivers in respect of the validity of the Security, the operation of the Security and its enforceability (including confirmation of the Bank Syndicate s entitlement to the proceeds of the Excluded Assets); + release the Bank Syndicate in relation to any other claims the Liquidators may have against the Bank Syndicate; and + not commence any proceedings in relation to the Bank Syndicate s Security. After careful consideration of the merits of the respective claims, we decided to accept the offer presented by the Receivers. Whilst the details of the settlement and investigations remain confidential and as such excluded from the contents of this report, the settlement offer ultimately accepted was broadly in line with our assessment of the maximum value that would have been recovered if any action taken by the Liquidators proved successful. The aforementioned settlement ultimately facilitated a small distribution to entitled Deed of Cross Guarantee creditors. 3.2 Investigation of offences In our prior reports and over the course of the Administration/Liquidation we identified a number of potential offences under the Act. As the Liquidators were without funds we had been unable to investigate these matters. Following discussions with ASIC, in September 2009 we submitted an application to the Assetless Administration fund requesting funding in order that we further progress these inquiries. ASIC subsequently agreed to provide funding to the Liquidators so that we may undertake an investigation into certain aspects of the Group s failure. We have now provided our Supplementary report to ASIC pursuant to Section 533 of the Act. We do not intend on taking any further action following our detailed investigations. Page 4

6 4 Remaining activities in the liquidation Section 508(3) of the Act requires that a Liquidator provide: + a description of the acts and dealings that remain to be carried out; and + an estimate of when the winding up is likely to be completed. From the perspective of the Liquidators, the first and final dividend paid to entitled Deed of Cross Guarantee creditors was essentially the final significant matter to be attended to. It is now our intention to await the retirement of the Receivers prior to completing the Group liquidations. As Creditors would appreciate, it is difficult to estimate the timeframes within which these issues may be finalised. In relation to the concurrent Receivership of the Group, we note that the Receivers continue to realise the assets of the Group and have advised that the remaining assets will continue to be realised as and when market conditions provide an appropriate opportunity to do so. The Receivers expect that the assets of the Group, excluding litigation claims, will not be fully realised prior to December In light of the above, the liquidation could be expected to continue for at least another six months. Should you have any queries in relation to the above, please contact Mr Vincent Pirina of our office on (02) Dated 12 August 2011 A G McGrath Liquidator J D Hayes Liquidator Page 5

7 Appendix A list of companies in liquidation Allco Group - Liquidation companies Company Name ACN Allco Finance Group Limited Allco Finance (Australia) Limited Allco Funds Management Limited Allco IB Holdings Limited Allco International (Holdings) Limited ACME Funds Management Pty Limited ACME Leasing Pty Limited ACME Securitisation Pty Limited ACME Warehousing Pty Limited Capital Markets Finance Limited Record Leasing Pty Limited RIL Finance Pty Limited RIL Leasing Pty Limited Allco OBU Pty Ltd AFG Pty Ltd Allco Cross Hudson Investments Pty Ltd Allco Infrastructure Pty Ltd Allco Securitisation Ltd Allco International (Luxembourg) Holdings Ltd Allco Wind Energy Management Pty Ltd Allco Wholesale Investment Management Ltd Allco Property (Europe) Holdings Pty Ltd Allco Singapore Holdings Ltd Mobius Investments Pty Ltd Mobius Financial Services Pty Limited ACME Finance Pty Limited RIL Funds Management Pty Limited Allco IP Pty Ltd Allco Equipment Finance Ltd Allco Property Finance Ltd Allco Leasing Ltd Allco Nominees Ltd AFML Nominees Pty Ltd AEPL Nominees Pty Ltd Allco (CAS) SPV 3 Pty Ltd Allco Equity Partners Management Pty Ltd Allco Aircraft Holdings Pty Ltd MPH Portfolio Holdings Pty Ltd CRSDM Pty Ltd Warringah Rd Management A Pty Ltd Warringah Rd Management B Pty Ltd Warringah Rd Management C Pty Ltd Warringah Rd Management D Pty Ltd Warringah Rd Management E Pty Ltd Warringah Rd Management F Pty Ltd Warringah Rd Management Pty Ltd Allco (CAS) SPV 4 Pty Ltd Mobius Origination Services Pty Limited Allco Nominee (TFHB) Pty Limited Allco Managed Investments Ltd Page 6

8 Appendix B Receipts and payments Allco Finance Group Limited (In Liquidation) (Receivers and Managers Appointed) ACN Receipts and Payments for the period 26 May 2009 to 31 July 2011 Description Opening Cash 85,911 Receipts Funding from Allco Trusts 147,646 Funding from Receivers and Managers 785,981 GST received 78,570 Pre-appointment debtors 6,000 Proceeds from ASIC - Rubicon investigations 41,396 Sundry receipts 25 Settlement proceeds 4,000,000 Total Receipts for the period 5,059,617 Payments Advertising (4,115) Appointee costs (4,335) Appointee fees (1,672,836) Bank charges (51) Distribution to creditors (2,261,546) GST paid (15,110) Legal fees (1,104,185) Media expenses (8,162) Meeting and equipment hire (3,153) Printing and stationary (17,116) Sundry Expenses (383) Total payments for the period (5,090,991) Net Receipts (Payments) for the period (31,374) Cash at bank - 31 July ,538 Page 7