We refer to our appointment as Liquidators of the Company on 4 January 2016 and to our Report to Creditors, attached as Annexure A.

Transcription

1 3 April 2018 To Creditors Dear Sir / Madam Vocation Limited and its associated entities (In Liquidation) (the Group) ACN Annual report to creditors We refer to our appointment as Liquidators of the Company on 4 January 2016 and to our Report to Creditors, attached as Annexure A. We now provide our annual report to creditors pursuant to Section 508(3) of the Corporations Act 2001 (the Act) as preserved by Section 1603 of the Act, which sets out the following: An account of the Liquidators acts and dealings in the conduct of the winding up of the Company since our last report to creditors. The Liquidators acts and dealings that remain to be carried out to complete the winding up; Estimated return to creditors from the winding up; and An estimate of when the winding up will be completed. 1 Conduct of the liquidation to date 1.1 Liquidators acts and dealings to date Since our last report, the following matters have been attended to: Investigation into potential unfair preference payments made by the Company; Pursuance and recovery of unfair preference payments; Tasks associated with the realisation of the assets of the Group, being plant & equipment and intellectual property; Investigation into Deed of Cross Guarantee; Pursuance of VFH funding; Defending class actions; and Attendance to ongoing statutory requirements. 1.2 Liquidators realisations to date A summary of the Liquidators receipts and payments to 4 January 2018 is attached as Annexure B. Creditors are advised that the Liquidators account of receipts and payments can be inspected at the offices of Ferrier Hodgson, Level 25, One International Towers Sydney, 100 Barangaroo Avenue, SYDNEY NSW 2000, during business hours.

2 To Creditors 3 April 2018 Page Sale of course materials On 19 December 2017 we executed the sale of the Group s remaining course materials in the amount of $16, No further course material is available for sale VET FEE-Help Since our last Report to Creditors, and following the Liquidators providing the DET and Deloitte various reports relating to students enrolled as part of an arrangement with Flight Centre Australia (466 of 985 VFH students), we have continued to co-operate with the DET and Deloitte to answer any questions raised relating to these documents. On 18 December 2017, the DET provided the Liquidators with a copy of the draft audit report prepared by Deloitte and invited the Liquidators to provide comments for consideration prior to finalisation. Upon reviewing the draft audit report and documentation held in our possession, we responded to the DET on 1 February 2017 detailing our views, specifically those relating to the availability of student enrolment and identity documentation which were not reviewed by Deloitte. On 16 February 2018, we requested an update on the status of the audit report and were advised by the DET that our comments were being considered by Deloitte and should they wish to view the documents noted in our submission prior to finalising the audit report we will be contacted. On 28 February 2018, we wrote to Deloitte providing a sample of the enrolment documentation held in our possession including student enrolment forms, student suitability checks, VFH forms and identification. We are yet to receive a response from Deloitte. We maintain that TDA is entitled to the outstanding VFH funding and remain committed to assisting the DET and Deloitte to finalise this matter BAWM bank guarantee We were made aware of an unclaimed bank guarantee in the name BAWM s former trading name Taylored Gardens Pty Ltd in the amount of $46, The bank guarantee was in respect of a lease entered into in July 2012 for a premise in South Melbourne. We were successful in recovering these funds and receipted payment of $46, on 3 January Liquidators investigations I refer to the comments in our previous Annual Report detailing the results of our investigations into the Group s affairs and the ASIC request for a supplementary report for selected companies, and advise that on 22 February 2018 the ASIC confirmed that we are no longer required to submit a supplementary report for these entities. 1.4 Unfair preference payments Following our letters to ATO on 23 June 2017 providing further evidence to substantiate our claims, we received the below counter offers. Entity Amount paid ($) ATO offer ($) BAWM 1,149, ,000 Aspin 44,825 31,000 Learning Verve 118,785 75, \A01_B09\Annual Report to Creditors

3 To Creditors 4 April 2018 Page 3 We accepted these offers on 5 September 2017 as full and final settlement of our claims and received these amounts into the respective entities bank accounts between 6 and 8 September These recoveries are classified as a liquidators recovery and not subject to the Secured Lenders security. The Secured Lenders will therefore be entitled to claim alongside unsecured creditors for the purposes of the distribution of these funds. Consequently, we have conducted an investigation and sought advice into a number of issues relating to the distribution of these funds to creditors and the impacts of the Deed of Cross Guarantee (see section 1.5). 1.5 Deed of Cross Guarantee At the Group s meeting of creditors dated 31 August 2017 and per the minutes of meetings lodged with the ASIC on 5 September 2017, I advised creditors that we have located a Deed of Cross Guarantee between the below entities of the Group which was lodged with the ASIC on 3 April Vocation Limited (Trustee) ACN Pty Ltd (now deregistered) Avana Education Pty Ltd (now deregistered) Avana Learning Pty Ltd Avana Talent Pty Ltd (now deregistered) CS Aus Pty Ltd Learning Verve Pty Ltd QI Careers Pty Ltd (now deregistered) Training and Development Australia Pty Ltd *No longer party to Deed of Cross Guarantee. Sold prior to our appointment. BAWM Pty Ltd (Alternate Trustee) Aspin Pty Ltd Avana Group Pty Ltd (now deregistered) Avana Services Pty Ltd CSIA Education Services Pty Ltd (now deregistered) Green Skills Institute (Aust) Pty Ltd (now deregistered) OzSoft Solutions Pty Ltd* Student Hub Pty Ltd (now deregistered) We have sought advice around the impact of the Deed of Cross Guarantee on the Liquidation of the Group and note the following: The Deed is valid and enforceable due to the liquidation of the entities; Each Group Entity (being each of the Vocation entities identified above) guarantees the Debt of the other Group Entities ; Each creditor of a Group Entity is an unsecured creditor of all other Group Entities, while maintaining their priority (if applicable) with the directly related entity; and 2 Future conduct of the liquidation 2.1 Outstanding matters to be addressed Distribution of preference recoveries. Pursuance of VFH funding. The completion of the shareholder class actions. Attendance to statutory obligations. 2.2 Liquidators estimated future realisations Other than the amounts relating to the outstanding VFH funds (refer section 1.2.2), it is not anticipated that there will be any further realisations in the liquidation of the Company. Should this position change, creditors will be notified accordingly. # v2<FERRIER> - cv154 - Annual Report to Creditors (letter format)(sep17)_201...docx

4 To Creditors 3 April 2018 Page 4 3 Estimated return to creditors As a result of the recovery of unfair preference payments referred to in section 1.4, BAWM has sufficient funds available to make a dividend to unsecured creditors of the Company and the subject to the resolution of the issues discussed below, the Group Entities under the Deed of Cross Guarantee. The current creditor position (subject to the costs of the liquidations) is estimated below: BAWM ($) Other ($) Total Group ($) Priority (incl DEEWR)* 86, ,074, ,160, Secured** 6,952, ,952, Unsecured 9,481,711.89*** 12,249, ,730, Total 16,520, ,323, ,844, * DEEWR provided funding under the Fair Entitlements Guarantee Scheme in relation to eligible employee claims for leave entitlements, payment in lieu of notice and redundancy. ** BAWM is a borrower under the Secured Lenders facility and as a consequence the lenders can claim the full amount owing to them from BAWM. Amount is subject to change due to interest accrual *** BAWM is party to a deed for amounts owed to the Victorian DET. Learning Verve and Vocation are also parties. The full amount has been recorded under BAWM for this purpose. The application of the Deed of Cross Guarantee raises a number of complex issues on which we are seeking advice, and which may have an impact on the manner in which the funds are distributed. We are working to determine these issues as soon as possible. Once these issues have been clarified we will call for the completion of Formal Proofs of Debt from creditors and proceed with the dividend process. 4 Estimated completion of the winding up The collection of the VFH monies will largely determine the finalisation of the liquidations. The DET is disputing our claim and it is unclear how long the collection will take. We are working to finalise as soon as possible. One the group entities, Real Corporate Partners, is not subject to the Deed of Cross Guarantee and has no further assets to realise. We are now proceeding to finalise this liquidation. 5 Further queries We will issue a further report to creditors in the event that any significant matters come to our attention before the next annual report is due. It is anticipated that a final report to creditors for Real Corporate Partners will be issued in May 2018 to wind up the affairs of the company. Should you have any questions, please contact Luke Meany of this office on Yours faithfully The Group Peter Gothard Liquidator Encl \A01_B09\Annual Report to Creditors

5 Glossary of terms Abbreviation Description ACN Australian Company Number Act The Corporations Act 2001 ASIC Australian Securities and Investments Commission Aspin Aspin Pty Ltd (in Liquidation) ATO Australian Taxation Office BAWM BAWM Pty Ltd (In Liquidation) DEEWR Department of Education, Employment and Workplace Relations DET Department of Education and Training FEG Fair Entitlements Guarantee Group Vocation Limited and its associated entities Vocation Limited, BAWM Pty Ltd, Aspin Pty Ltd, Avana Services Pty Ltd, Avana Group Entities Learning Pty Ltd, CS Aus Pty Ltd, Learning Verve Pty Ltd and Training and Development Australia Pty Ltd Learning Verve Learning Verve Pty Ltd (in Liquidation) Liquidators Peter Gothard, Jim Sarantinos and George Georges Real Corporate Partners Real Corporate Partner Pty Ltd (in Liquidation) Report to creditors Report to creditors dated 16 August 2017 Secured Lenders APAAP security interest holders. A banking syndicate consisting of the Westpac Banking Corporation, National Australia Bank and Commonwealth Bank of Australia TDA Training & Development Australia Pty Ltd (In Liquidation) VFH Vet Fee Help Vocation Vocation Limited (In Liquidation) # v1<FERRIER> - cv154 - Annual Report to Creditors (letter format)(sep17)_201...docx

6 Annexure A # v1<FERRIER> - cv154 - Annual Report to Creditors (letter format)(sep17)_201...docx

7

8

9

10

11

12

13 Annexure B Summary of receipts and payments Vocation and associated entities Consolidated trading cash flow position (Appointee accounts) Receipts & Payments to date Estimated Future Low Estimated Future High Estimated Total Low Estimated Total High Non-circulating assets Realisations CSIA sale 316, , ,920 Plant & equipment (auction) 95, ,623 95,623 Plant & equipment (head office furniture) 84, ,420 84,420 Founder transaction recoveries (non-circulating) 1,850,000 1,850,000 1,850,000 Course material 82, ,103 82,103 Total 2,429, ,429,066 2,429,066 Less: cost of realisation Administrators / Liquidators Fees & disbursements (291,282) (2,000) (2,000) (293,282) (293,282) Legal fees & disbursements (27,336) - - (27,336) (27,336) Other expenses (4,918) - - (4,918) (4,918) Nets assets available 2,105,530 (2,000) (2,000) 2,103,530 2,103,530 Less: payments to Secured Lender (2,085,865) (17,665) (17,665) (2,103,530) (2,103,530) Balance of non-circulating assets available 19,665 (19,665) (19,665) (0) (0) Circulating assets Realisations CSIA debtors 114, , ,248 Trade Debtors 353, , ,636 Government Debtors 378,940-2,071, ,940 2,450,125 Other (pre-appointment cash and other trading receipts) 578, , ,581 Potential Liquidators' recoveries Founder transaction recoveries (ciculating) 650, , ,000 Preference recoveries 910, , ,000 Total 2,985,405-2,071,185 2,985,405 5,056,590 Less: cost of realisation Administrators / Liquidators Fees & disbursements (1,232,185) (353,269) (403,269) (1,585,453) (1,635,454) Legal fees & disbursements (190,265) (40,000) (120,000) (230,265) (310,265) Liquidators Fees & disbursements relating to founder transaction recoveries (82,466) - - (82,466) (82,466) Legal fees & disbursements relating to founder transaction recoveries (88,249) - - (88,249) (88,249) Employee wages (264,312) - - (264,312) (264,312) Pre-appointment employee expenses (11,599) - - (11,599) (11,599) Other expenses (173,902) - - (173,902) (173,902) Net assets available 942,427 (393,269) 1,547, ,159 2,490,343 Funding from Secured Lender 500, , ,000 Less: Repayment of Funding (400,000) - (100,000) (400,000) (500,000) Balance of circulating assets available 1,042,427 (393,269) 1,447, ,159 2,490,343 Total assets available (non-circulating and circulating assets) 1,062,092 (412,934) 1,428, ,158 2,490,343 Cash at bank 1,062,092 # v1<FERRIER> - cv154 - Annual Report to Creditors (letter format)(sep17)_201...docx