TO THE CREDITOR AS ADDRESSED The Rialto, Level 30 525 Collins Street Melbourne VIC 3000 Correspondence to: GPO Box 4736 Melbourne VIC 3001 21 July 2014 T (03) 8320 2222 F (03) 8320 2200 E info.vic@au.gt.com W www.grantthornton.com.au Dear Sir/Madam J & B FENCING & GATES PTY LTD (ADMINISTRATORS APPOINTED) ACN: 102 839 458 SPENELL PTY LTD (ADMINISTRATORS APPOINTED) ACN: 110 495 504 COLLECTIVELY KNOWN AS the Companies I refer to previous correspondence, in particular, my report to creditors pursuant to Section 439A(4) of the Corporations Act 2001 ( the Act ) dated 27 June 2014 and the Second Meeting of Creditors ( Second Meeting ) held on 7 July 2014. Please note that the Second Meeting was adjourned and will reconvene on Monday, 28 July 2014 at 10:00am at the offices of the Institute of Chartered Accountants in Australia, Level 3, 600 Bourke Street, Melbourne, Victoria. I enclose a supplementary Report to Creditors, which includes a notice reconvening the meeting pursuant to Section 439A(3)(a) of the Act. Please note that persons are not entitled to vote as a creditor at the meeting unless they have lodged with the Chairman of the meeting particulars of the debt they claim to be due to them from the Company. Corporate creditors are required to appoint a natural person to vote on their behalf at the meeting of creditors. Proof of debt and Proxy Forms should be lodged with this office prior to the meeting. These forms may be lodged via facsimile on (03) 8320 2200, however, in accordance with Corporations Regulation 5.6.36A, the original signed copy of the Proxy Form must be lodged with my office within 72 hours of lodging the faxed copy. If you have already registered for the meeting you do not need to lodge another proof of debt form. Proxy forms already submitted for the Second Meeting remain valid. However, if you previously submitted a special proxy I ask that you submit a new form as a fee resolution has changed as a consequence of the adjournment. 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: W:\Insolvency\Docs\J&BFED01\MASTER\06 Section 422,439A,438D,476,533 Reports\Supplemntary Report\Circular To Creditors Cover Page (KC) 27.06.14.Docx
2 Should you have any queries in relation to the above, please contact Kai Chng of our office on (03) 8320 2200 or kai.chng@au.gt.com. Yours faithfully Stephen Robert Dixon JOINT AND SEVERAL ADMINISTRATOR Enc.
J & B Fencing & Gates Pty Ltd (Administrators Appointed) ACN: 102 839 458 Spenell Pty Ltd (Administrators Appointed) ACN: 110 495 504 Administrators' Supplementary Report to Creditors pursuant to Section 439A of the Act 21 July 2014 Stephen Dixon Joint and Several Administrator T +61 3 8320 2222 E stephen.dixon@au.gt.com Ahmed Bise Associate Director T +61 3 8320 2222 E ahmed.bise@au.gt.com Kai Chng Senior Accountant T +61 3 8320 2222 E kai.chng@au.gt.com 2014 Grant Thornton J & B Fencing & Gates Pty Ltd and Spenell Pty Ltd (Administrators Appointed) 21 July 2014
Contents Section Page 1. Executive summary 4 2. Progress on the Administration 7 3. Administrators' recommendation 9 4. Remuneration 11 5. Meeting 13 Appendices A. Notice of Second Meeting of Creditors B. Formal Proof of Debt Form C. Proxy Forms D. Administrators' Remuneration Report 2014 Grant Thornton J & B Fencing & Gates Pty Ltd and Spenell Pty Ltd (Administrators Appointed) 21 July 2014 2
Glossary the Act Corporations Act 2001 Administrators the Assets c. Circa the Companies Director DOCA Second Meeting Stephen Dixon and Laurence Fitzgerald, Voluntary Administrators of the Companies appointed pursuant to Part 5.3A of the Corporations Act 2001 Plant, equipment and motor vehicles owned by the Companies J&B Fencing & Gates Pty Ltd (Administrators Appointed) and Spenell Pty Ltd (Administrators Appointed) Bradley John Killen as the statutory director of the Companies Deed of Company Arrangement Second Concurrent Meeting of Creditors of the Companies held on 7 July 2014 2014 Grant Thornton J & B Fencing & Gates Pty Ltd and Spenell Pty Ltd (Administrators Appointed) 21 July 2014 3
Section 1 Executive summary 01. Executive summary 02. Progress on the Administration 03. Administrators' recommendation 04. Remuneration 05. Meeting 2014 Grant Thornton J & B Fencing & Gates Pty Ltd and Spenell Pty Ltd (Administrators Appointed) 21 July 2014
Executive summary Executive summary Overview Purpose of report Concurrent Meeting of creditors This report is a supplementary report to creditors of the Companies in addition to the report prepared pursuant to Section 439A of the Corporations Act 2001 ("the Act") dated 27 June 2014; and should be read in conjunction with that report. At the Second Meeting of the Companies' creditors held concurrently on 7 July 2014 ("Second Meeting"), creditors resolved to adjourn same for a period of up to 21 days; The reasons for the adjournment were as follows: To allow for the Administrators to complete the sale of the Companies' business and business assets; and To preserve leases pertaining to property, plant and equipment. This report provides creditors with: Progress on the Administration; The Administrators' recommendation to creditors; and Details of the Administrators' remuneration and proposed remuneration. The Second Meeting of creditors will reconvene on 10:00am, Monday, 28 July 2014 at the Institute of Chartered Accountants in Australia, located at Level 3, 600 Bourke Street, Melbourne, Victoria. Registration will open 15 minutes beforehand. The notice in regard to the Second Meeting is enclosed at Appendix A If you choose to attend the Second Meeting and have not as yet registered please forward a Proof of Debt and Proxy Form to my office by 4:00 pm, Friday, 25 July 2014. Attached to this report is a formal proof of debt form and revised proxy form which should be used in place of the form supplied under cover of my report dated 27 June 2014. Proxies already submitted remain valid for the reconvened Second Meeting, however, please submit a new proxy form if appointing a 'special proxy' as a fee resolution has changed as a consequence of the adjournment. At the Second Meeting creditors will be asked to determine the future of the Companies under one of the following options: That the Administrations end and control of the Companies be returned to the Director; or That the Companies be placed in Liquidation; or That the Companies execute a Deed of Company Arrangement ("DOCA"). My recommendation stated in my report dated 27 June 2014 is unchanged. I recommend that the Companies be placed into liquidation. 2014 Grant Thornton J & B Fencing & Gates Pty Ltd and Spenell Pty Ltd (Administrators Appointed) 21 July 2014 5
Executive summary Executive summary Administrators' recommendation Remuneration My report dated 27 June 2014 included the Administrators' opinions and recommendation as required by Section 439A(4)(b) of the Act; As at the date of this report no DOCA proposals have been submitted by the Director of the Companies; and Accordingly, I restate my recommendation to creditors that the Companies be placed into Liquidation at the Second Meeting. The Administrators' remuneration is to be approved by creditors at the Second Meeting. A Remuneration Report is enclosed at Appendix D, providing details of work performed to date, estimated remuneration up to the date the Second Meeting is reconvened and estimated remuneration of the Liquidators / Deed Administrators, depending on the creditors' decision as to the outcome for the Companies. 2014 Grant Thornton J & B Fencing & Gates Pty Ltd and Spenell Pty Ltd (Administrators Appointed) 21 July 2014 6
Section 2 Progress on the Administration 01. Executive summary 02. Progress on the Administration 03. Administrators' recommendation 04. Remuneration 05. Meeting 2014 Grant Thornton J & B Fencing & Gates Pty Ltd and Spenell Pty Ltd (Administrators Appointed) 21 July 2014
Progress on the Administration Progress on the administration Sale of business and business assets In my earlier report, I noted that the Administrators were in detailed negotiations with Farm 2 Factory Fencing Pty Ltd ("FFF") for the sale of the Companies' business and business assets; At the time of writing this report, the negotiations with FFF remain ongoing and a sale may still proceed in a Liquidation scenario; and Should a sale not eventuate, the business assets will be sold by way of auction. Receipts and payments Shown adjacent is a summary of the Administrators' receipts and payments for the period of the Administration 8 May 2014 to 18 July 2014; Trading liabilities incurred during the Administration but not yet paid total approximately $120,000; and I await receipt of further recoveries from J&B Fencing & Gates Pty Ltd's debtors and from the realisation of the Companies' assets. Receipts and Payments 8 May 2014 to 18 July 2014 Total $ Receipts Drawdowns 178,493.24 Pre appointment cash 1,981.99 Other income 11,594.39 Total receipts 192,069.62 Payments Wages and salaries 88,509.93 Subcontractors 34,830.84 Motor vehicle expenses 23,038.34 Materials 38,274.28 Miscellaneous 754.70 Bank charges 216.10 Hire and leasing 11,318.17 Office expenses 40.00 Total payments 196,982.36 Net cash receipts (4,912.74) 2014 Grant Thornton J & B Fencing & Gates Pty Ltd and Spenell Pty Ltd (Administrators Appointed) 21 July 2014 8
Section 3 Administrators' recommendation 01. Executive summary 02. Progress on the Administration 03. Administrators' recommendation 04. Remuneration 05. Meeting 2014 Grant Thornton J & B Fencing & Gates Pty Ltd and Spenell Pty Ltd (Administrators Appointed) 21 July 2014
Administrators' recommendation Administrators' recommendation Administrators' recommendation The following options are available for creditors to vote on at the Second Meeting convened pursuant to Section 439A of the Act: 1. The Administration should end Creditors may consider ending the Administrations which would return the Companies to the control of their Director. Ordinarily, the Director would resume control of the Companies' assets and be able to deal with them as they deem appropriate. It would not be in the creditors' best interest for the Administrations to end as the Companies are not able to meet their commitments and therefore require a mechanism to deal with creditors' claims. 2. The Companies execute a Deed Of Company Arrangement The provisions of Part 5.3A of the Act allow the Companies and its creditors to negotiate a proposal to deal with the Companies affairs and in such circumstances execute a DOCA. A DOCA is a flexible arrangement which is available to Companies in Administration and is usually proposed by the Directors. No DOCA proposal has been submitted to the Administrators for consideration. 3. The Companies be Wound Up (Liquidation) Creditors may resolve to wind up the Companies which would result in the Companies being placed into Liquidation. If creditors do not nominate a different person to be Liquidator, Laurence Fitzgerald and I, Stephen Dixon will be taken as having been nominated as Joint and Several Liquidators. A more detailed review of the Companies' financial affairs would be conducted and as a consequence a report on their affairs and the conduct of their officer would be prepared and the findings conveyed to ASIC. Further investigations in relation to voidable transactions and insolvent trading would be made, as well as a determination to proceed with such claims. Upon the collection of all funds, monies would be distributed in accordance with the provisions of Section 556 of the Act. I restate my recommendation that the creditors of the Companies resolve that the Companies be placed into Liquidation. Recommendation: The Administrators recommend that the Companies be placed into Liquidation. 2014 Grant Thornton J & B Fencing & Gates Pty Ltd and Spenell Pty Ltd (Administrators Appointed) 21 July 2014 10
Section 4 Remuneration 01. Executive summary 02. Progress on the Administration 03. Administrators' recommendation 04. Remuneration 05. Meeting 2014 Grant Thornton J & B Fencing & Gates Pty Ltd and Spenell Pty Ltd (Administrators Appointed) 21 July 2014
Remuneration Remuneration Voluntary Administrators' remuneration (excl. GST and disbursements) Description J & B Fencing - Joint and Several Administrators' remuneration for the period 8 May 2014 to 30 June 2014 J & B Fencing - Joint and Several Administrators' estimated future remuneration for the period 1 July 2014 to 28 July 2014, being the date of the reconvened Second Meeting. Spenell - Joint and Several Administrators' remuneration for the period 8 May 2014 to 30 June 2014 Spenell - Joint and Several Administrators' estimated future remuneration for the period 1 July 2014 to 28 July 2014, being the date of the reconvened Second Meeting. Amount ($) 126,040 30,000 14,300 5,000 Remuneration Enclosed at Appendix D is the Administrators' Remuneration Report, which provides details of: Voluntary Administrators' remuneration to be approved; and Liquidators' future remuneration to be approved Creditors should note that all works has, and will be, performed by the appropriate level of staff in order to optimise any potential realisations which may be available to unsecured creditors. Voluntary Administrators' remuneration The remuneration has been split between actual fees incurred for the period 8 May 2014 and 30 June 2014 and estimated future fees to be incurred for the period 1 July 2014 to 28 July 2014, being the date the Second Meeting is scheduled to reconvene. Liquidators' future remuneration (excl. GST and disbursements) Description Amount ($) Liquidators' future remuneration It will be necessary for the creditors to approve the drawing of remuneration for the Liquidators, should creditors vote that the Companies be placed into liquidation. J & B Fencing - Joint and Several Liquidators' remuneration for the period 29 July 2014 to the conclusion of the Liquidation Spenell - Joint and Several Liquidators' remuneration for the period 29 July 2014 to the conclusion of the Liquidation 40,000 10,000 2014 Grant Thornton J & B Fencing & Gates Pty Ltd and Spenell Pty Ltd (Administrators Appointed) 21 July 2014 12
Section 5 Meeting 01. Executive summary 02. Progress on the Administration 03. Administrators' recommendation 04. Remuneration 05. Meeting 2014 Grant Thornton J & B Fencing & Gates Pty Ltd and Spenell Pty Ltd (Administrators Appointed) 21 July 2014
Meeting Second meeting of creditors Second meeting of creditors The Second Meeting will reconvene at the offices of The Institute of Chartered Accountants in Australia, Level 3, 600 Bourke Street, Melbourne, Victoria at 10.00 am on Monday, 28 July 2014. If you have not already registered please arrive 15 minutes before hand to allow sufficient time for registration. The notice in regard to the Second Meeting is enclosed as Appendix A. The Second Meeting will be open to creditors for questions and general discussion. Should you wish to have me address any issue in detail please advise me prior to the Second Meeting. This will allow sufficient time to prepare a detailed response to your question. Please note that attendance at the Second Meeting is not compulsory. Lodging of proxies Proxies already lodged for the Second Meeting of Creditors remain valid, however if appointing a 'special proxy' please submit a new proxy to enable voting as there is an amended resolution for Administrators' remuneration for the period 1 July 2014 to 28 July 2014. Please ensure that the proxies are signed by a director, where appropriate (if you are a company) and if the proxy is executed by a power of attorney, that a copy of the power of attorney is enclosed with the proxy form. The proxy form is enclosed as Appendix C. Proxies for the Second Meeting can be lodged in the following ways: Post: to arrive no later than 4:00 pm on the business day prior to the Second Meeting, being Friday, 25 July 2014; Facsimile: to 03 8320 2200 no later than 4:00 pm on the business day prior to the Second Meeting, being Friday, 25 July 2014; In Person: by person with a person attending the Second Meeting; or Email: by email to kai.chng@au.gt.com no later than 4:00 pm on the business day prior to the Second Meeting, being Friday, 25 July 2014. Lodging of proxies (cont'd) If proxies are lodged by facsimile or email, the law requires that the original proxy must be lodged with the Voluntary Administrators within 72 hours of lodging the faxed or emailed copy. Lodging of proofs of debt Should you not have already lodged a proof of debt, you are required to complete the proof of debt as attached to this report at Appendix B. Contact details Should you have any queries in relation to any matter raised in this report then please do not hesitate to contact Kai Chng on (03) 8320 2222. Yours faithfully Stephen Dixon JOINT AND SEVERAL ADMINISTRATOR 2014 Grant Thornton J & B Fencing & Gates Pty Ltd and Spenell Pty Ltd (Administrators Appointed) 21 July 2014 14
Appendices A. Notice of second meeting of creditors B. Formal Proof of Debt form C. Proxy form D. Administrators' Remuneration Report 2014 Grant Thornton J & B Fencing & Gates Pty Ltd and Spenell Pty Ltd (Administrators Appointed) 21 July 2014
Appendices A. Notice of meeting of creditors 2014 Grant Thornton J & B Fencing & Gates Pty Ltd and Spenell Pty Ltd (Administrators Appointed) 21 July 2014 16
FORM 529 Corporations Act 2001 Subregulation 5.6.12 (2) NOTICE RECONVENING THE SECOND MEETING OF CREDITORS OF COMPANY UNDER ADMINISTRATION J & B Fencing & Gates Pty Ltd (Administrators Appointed) ACN: 102 839 458 Spenell Pty Ltd (Administrators Appointed) ACN: 110 495 504 Collectively known as the Companies Notice is given that the second meeting of the creditors of the Companies will reconvene at the Institute of Chartered Accountants in Australia, Level 3, 600 Bourke Street, Melbourne, Victoria 3000 at 10:00 AM on 28 July 2014. AGENDA 1. To consider the Administrators report dated 27 June 2014 in relation to the Companies affairs and any other matters raised relating to the Companies future and then to resolve either that: (a) (b) (c) (d) the Companies execute a Deed of Company Arrangement; or the Administration should end; or the Companies be wound up; or the meeting be adjourned. 2. To consider and if thought fit approve the Administrators remuneration. 3. (a) To determine the remuneration of the Liquidators, if one is appointed; or (b) To determine the remuneration of the Deed Administrators, if one is appointed. 4. If the Companies are wound up, to consider the appointment of a Committee of Inspection. 5. If the Companies are wound up, to consider the destruction of the books and records at the conclusion of the Winding Up. 6. To discuss any other relevant business which may arise. Dated this 21 st day of July 2014 STEPHEN DIXON JOINT AND SEVERAL ADMINISTRATOR
Note: Under the Corporations Regulations, a creditor is not entitled to vote at a meeting unless: his/her claim has been admitted, wholly or in part, by the administrator; or he/she has lodged with the administrator particulars of the debt or claim (regulation 5.6.23). Furthermore proxies must be made available to the administrator. A secured creditor may vote for the whole of his debt without deduction for his/her security (reg. 5.6.24(4)). The Rialto, Level 30, 525 Collins Street, Melbourne VIC 3000 Telephone: (03) 8320 2222 Facsimile: (03) 8320 2200
Appendices B. Formal Proof of Debt form 2014 Grant Thornton J & B Fencing & Gates Pty Ltd and Spenell Pty Ltd (Administrators Appointed) 21 July 2014 17
FORM 535 Corporations Act (2001) Subregulation 5.6.49(2) FORMAL PROOF OF DEBT OR CLAIM (GENERAL FORM) To the Administrators of J & B Fencing & Gates Pty Ltd (Administrators Appointed) / Spenell Pty Ltd (Administrators Appointed) (please cross out the relevant entity) 1. This is to state that the company was on 8 May 2014, 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 Proof of Debt Reference: *Do not complete if this proof is made by the creditor personally.
Appendices C. Proxy forms 2014 Grant Thornton J & B Fencing & Gates Pty Ltd and Spenell Pty Ltd (Administrators Appointed) 21 July 2014 18
FORM 532 Corporations Act 2001 Regulation 5.6.29 J & B Fencing & Gates Pty Ltd (Administrators Appointed) ACN: 102 839 458 ( the Company ) APPOINTMENT OF PROXY I/We (1) of a creditor/member of J & B Fencing & Gates Pty Ltd (Administrators Appointed) 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 28 July 2014 at 10:00 AM or at any adjournment of that meeting. Resolution Type For Against Abstain a) That the Company execute a Deed of Company Arrangement That the Voluntary Administration should end That the Company be wound up Ordinary b) That the remuneration of the Joint and Several Administrators of J & B Fencing & Gates Pty Ltd (Administrators Appointed) and any of the Joint and Several Administrators partners or employees in performance of services performed from 8 May 2014 to 30 June 2014 be fixed at $126,040.00 (excluding GST) plus any out of pocket expenses incurred. c) That the future remuneration of the Joint and Several Administrators of J & B Fencing & Gates Pty Ltd (Administrators Appointed)and any of the Joint and Several Administrators partners or employees in performance of services performed for the period 1 July 2014 to 28 July 2014 be fixed at $30,000.00 (excluding GST) plus any out of pocket expenses incurred. d) That the future remuneration of the Joint and Several Liquidators of J & B Fencing & Gates Pty Ltd (Administrators Appointed) and any of the Joint and Several Liquidators partners or employees in performance of services performed from 29 July 2014 to the finalisation of the liquidation be fixed at $40,000.00 (excluding GST) plus any out of pocket expenses incurred. Approval is given for such amounts approved to be drawn on a monthly basis. Ordinary Ordinary Ordinary e) That the Joint and Several Liquidators of J & B Fencing & Gates Pty Ltd (Administrators Appointed) be authorised to destroy the Company s books and records six months are the date of its deregistration in accordance with Section 542(3) and (4) of the Corporations Act. Ordinary
DATED this day of 2014 (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 2014 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 25 July 2014 to be eligible to vote at the meeting. RETURN TO: J &B Fencing & Gates Pty Ltd (Administrators Appointed) of care of Grant Thornton Australia Limited Address: GPO Box 4736, Melbourne VIC 3001, Australia Phone: (03) 8320 2222 Fax: (03) 8320 2200
FORM 532 Corporations Act 2001 Regulation 5.6.29 Spenell Pty Ltd (Administrators Appointed) ACN: 110 495 504 ( the Company ) APPOINTMENT OF PROXY I/We (1) of a creditor/member of Spenell Pty Ltd (Administrators Appointed) 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 28 July 2014 at 10:00 AM or at any adjournment of that meeting. Resolution Type For Against Abstain a) That the Company execute a Deed of Company Arrangement That the Voluntary Administration should end That the Company be wound up Ordinary b) That the remuneration of the Joint and Several Administrators of Spenell Pty Ltd (Administrators Appointed) and any of the Joint and Several Administrators partners or employees in performance of services performed from 8 May 2014 to 30 June 2014 be fixed at $14,300.00 (excluding GST) plus any out of pocket expenses incurred. c) That the future remuneration of the Joint and Several Administrators of Spenell Pty Ltd (Administrators Appointed) and any of the Joint and Several Administrators partners or employees in performance of services performed for the period 1 July 2014 to 28 July 2014 be fixed at $5,000.00 (excluding GST) plus any out of pocket expenses incurred. d) That the future remuneration of the Joint and Several Liquidators of Spenell Pty Ltd (Administrators Appointed) and any of the Joint and Several Liquidators partners or employees in performance of services performed from 29 July 2014 to the finalisation of the liquidation be fixed at $10,000.00 (excluding GST) plus any out of pocket expenses incurred. Approval is given for such amounts approved to be drawn on a monthly basis. Ordinary Ordinary Ordinary e) That the Joint and Several Liquidators of Spenell Pty Ltd (Administrators Appointed) be authorised to destroy the Company s books and records six months are the date of its deregistration in accordance with Section 542(3) and (4) of the Corporations Act. Ordinary
DATED this day of 2014 (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 2014 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 25 July 2014 to be eligible to vote at the meeting. RETURN TO: Spenell Pty Ltd (Administrators Appointed) of care of Grant Thornton Australia Limited Address: GPO Box 4736, Melbourne VIC 3001, Australia Phone: (03) 8320 2222 Fax: (03) 8320 2200
Appendices D. Administrators' Remuneration Report 2014 Grant Thornton J & B Fencing & Gates Pty Ltd and Spenell Pty Ltd (Administrators Appointed) 21 July 2014 19
J & B Fencing & Gates Pty Ltd (Administrators Appointed) Remuneration Request Approval Report Page 1 of 17 Part 1: Declaration We, Stephen Robert Dixon and Laurence Fitzgerald, of Grant Thornton Australia Limited have undertaken a proper assessment of this remuneration claim for our appointment as Joint and Several Administrators of J & B Fencing & Gates Pty Ltd (Administrators Appointed), in accordance with the law and applicable professional standards. We are satisfied that the remuneration claimed is in respect of necessary work, properly performed in the conduct of the Administration. Part 2: Executive Summary To date, no remuneration has been approved by creditors. This remuneration report details approval sought for the following fees: Period Current remuneration approval sought: Voluntary Administration Resolution (b): That the remuneration of the Joint and Several Administrators of J & B Fencing & Gates Pty Ltd (Administrators Appointed) and any of the Joint and Several Administrators partners or employees in performance of services performed from 8 May 2014 to 30 June 2014 be fixed at $126,040.00 (excluding GST) plus any out of pocket expenses incurred. Report Reference Amount (ex GST) Part 3 $126,040.00
J & B Fencing & Gates Pty Ltd (Administrators Appointed) Remuneration Request Approval Report Page 2 of 17 Period Resolution (c): That the future remuneration of the Joint and Several Administrators of J & B Fencing & Gates Pty Ltd (Administrators Appointed)and any of the Joint and Several Administrators partners or employees in performance of services performed for the period 1 July 2014 to 28 July 2014 be fixed at $30,000.00 (excluding GST) plus any out of pocket expenses incurred. Report Amount Reference (ex GST) Part 4 $30,000.00 If Creditors resolve to place the Company into Liquidation, the following resolution is to be proposed: Liquidation Resolution (d): That the future remuneration of the Joint and Several Liquidators of J & B Fencing & Gates Pty Ltd (Administrators Appointed) and any of the Joint and Several Liquidators partners or employees in performance of services performed from 29 July 2014 to the finalisation of the liquidation be fixed at $40,000.00 (excluding GST) plus any out of pocket expenses incurred. Approval is given for such amounts approved to be drawn on a monthly basis. Part 5 $40,000.00
J & B Fencing & Gates Pty Ltd (Administrators Appointed) Remuneration Request Approval Report Page 3 of 17 Part 3: Description of work completed / to be completed Company J & B Fencing & Gates Pty Ltd (Administrators Appointed) Practitioner(s) Stephen Dixon and Laurence Fitzgerald Firm Grant Thornton Australia Limited Administration Type Voluntary Administration Period From 8 May 2014 to 30 June 2014 Task Area General Description Includes Administration 67.2 hours $31,705.00 Assets 14.9 hours $6,091.00 Document maintenance/file review/checkli135st Insurance Bank account administration Leasing Assets subject to specific charges Review of file between staff members Filing of documents and updating checklists Statutory lodgements and reports Identification of potential issues requiring attention of insurance specialists Correspondence with Blue Broking regarding initial insurance requirements Reviewing insurance policies Liaise with Risk Strategies regarding occupational health and safety requirements Preparing correspondence opening and closing accounts Requesting bank statements Bank account reconciliations Correspondence with bank regarding specific transfers Processing payments to trade suppliers Reviewing lease documents and contracts Liaising with owners/lessors Tasks associated with continuing leases All tasks associated with identifying and corresponding with charge holders Ongoing liaison with the Bibby Financial Services ( Bibby ) and Harwood Andrews Pty Ltd ( Harwood )
J & B Fencing & Gates Pty Ltd (Administrators Appointed) Remuneration Request Approval Report Page 4 of 17 Task Area General Description Includes Creditors 73.0 hours $27,736.00 Employees 11.6 hours Plant and Equipment Creditor Enquiries Security Interest Claims Dealing with proofs of debt Creditors Reports First Meeting of Creditors Second Meeting of Creditors Employee enquiries Liaising with Lockwood & Co Pty Ltd regarding valuation of plant and equipment Analysis of estimated realisable value of plant and equipment Receive and follow up creditor enquiries via telephone and email Review and prepare correspondence to creditors and their representatives via facsimile, email and post Notifying all security interest holders of our appointment and request details of their claims Receipting and filing Proofs of Debt Maintaining a Proof of Debt register in MYOB Preparing the first report to creditors Preparing a second report to creditors pursuant to Section 439A of the Corporations Act 2001 Liaising with management regarding financials and other key information of the Company Preparation of meeting notices, proxies and advertisements Forward notice of meeting to all known creditors Preparation of meeting file, including agenda, certificate of postage, attendance register, list of creditors, reports to creditors, advertisement of meeting and draft minutes of meeting. Attendance at the first and second meeting of creditors Preparation and lodgement of minutes of meetings with ASIC Respond to stakeholder queries and questions immediately following meeting Preparation meeting notices, proxies and advertisements Forward notice of meeting to all known creditors Finalise and send 439A Report to creditors Receive and follow up employee enquiries on site Review and prepare correspondence to employee creditors
J & B Fencing & Gates Pty Ltd (Administrators Appointed) Remuneration Request Approval Report Page 5 of 17 Task Area General Description Includes $4,360.00 Other employee issues Ongoing correspondence with employees Correspondence with Child Support Investigation 10.3 hours $4,321.00 Statutory 2.6 hours $882.00 Report as to Affairs Preliminary investigations ASIC forms ATO & other statutory reporting Prepare letters to Directors enclosing Report as to Affairs ( RATA ) and Directors Questionnaire Follow up letters to Directors requesting RATA and Directors Questionnaire Reviewing company s books and records Prepare background summary of Company history and chronology of events Conducting and summarising statutory searches Preparation of comparative financial statements Meeting and telephone calls with the Director Review of potential breaches of directors duties Review of an insolvent trading claim Review of voidable transactions Preparing and lodging ASIC forms including 505, etc. Notification of appointment Liaise with the ATO regarding outstanding taxation liabilities Trade on 129.6 hours $50,945.00 Trade on management Internal meetings and discussion with respect to day to day operations Analysing trade on viability Review of pre-appointment insurance and ensuring appropriate post-appointment insurance cover Engaged expert review of Occupational Health and Safety (OH&S) Attendance to and compliance with recommendations from OH&S report Liaising with management with respect to day to day operations Authorising purchase orders and essential trade on purchases Processing trading receipts and payments Preparation and monitoring of ongoing trading position and cash flow forecasts
J & B Fencing & Gates Pty Ltd (Administrators Appointed) Remuneration Request Approval Report Page 6 of 17 Task Area General Description Includes Employee, supplier and debtor correspondence Onsite visits
J & B Fencing & Gates Pty Ltd (Administrators Appointed) Remuneration Request Approval Report Page 7 of 17 Summary of Remuneration ARITA Tasks Admin Assets Creditors Employees Investigations Statutory Trade On Employee Position $/Hr (excl. GST) Total Hours Total Cost excl. GST ($) Hrs $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs $ Hrs $ Laurence Fitzgerald Partner 630 2.4 $1,512.00 2.4 $1,512.00 - - - - - - - - - - - - Stephen Dixon Partner 630 16.8 $10,584.00 16.8 $10,584.00 - - - - - - - - - - - - Ahmed Bise Associate Director 540 56.4 $30,456.00 22.1 $11,934.00 3.4 $1,836.00 8.4 $4,536.00 0.4 $216.00 3.0 $1,620.00 19.1 $10,314.00 Kai Chng Senior 370 215.5 $79,735.00 15.3 $5,661.00 11.5 $4,255.00 59.9 $22,163.00 11.2 $4,144.00 7.3 $2,701.00 2.1 $777.00 108.2 $40,034.00 Scott Robson Accountant 290 1.6 $464.00 - - - - 0.7 $203.00 - - - - - - 0.9 $261.00 Patria Lee Graduate 240 4.2 $1,008.00 - - - - 2.6 $624.00 - - - - 0.2 $48.00 1.4 $336.00 Leanne Donaldson Administrator 190 0.5 $95.00 0.5 $95.00 - - - - - - - - - - - - Robyn Little Administrator 190 10.4 $1,976.00 10.1 $1,919.00 - - - - - - - - 0.3 $57.00 - - Peter McCabe Filing Clerk 150 1.4 $210.00 - - - - 1.4 $210.00 - - - - - - - - 309.2 $126,040.00 67.2 $31,705.00 14.9 $6,091.00 73.0 $27,736.00 11.6 $4,360.00 10.3 $4,321.00 2.6 $882.00 129.6 $50,945.00
J & B Fencing & Gates Pty Ltd (Administrators Appointed) Remuneration Request Approval Report Page 8 of 17 Part 4: Description of work completed / to be completed Company J & B Fencing & Gates Pty Ltd (Administrators Appointed) Practitioner(s) Stephen Dixon and Laurence Fitzgerald Firm Grant Thornton Australia Limited Administration Type Voluntary Administration Period From 1 July 2014 to 28 July 2014 Task Area General Description Includes Document maintenance/file review/checklist Bank account administration Attending to filing of documents Attending to file reviews and updating checklists Bank account reconciliations Correspondence with bank regarding specific transfers Administration 10.0 hours $4,000.00 Correspondence Attending to correspondence with various stakeholders and statutory authorities Discussions regarding the conduct of the Administration ATO & other statutory reporting Preparing Business Activity Statements Preparation of minutes of meeting ASIC Forms Preparing and lodging ASIC forms including receipts and payments Correspondence with ASIC regarding statutory forms
J & B Fencing & Gates Pty Ltd (Administrators Appointed) Remuneration Request Approval Report Page 9 of 17 Task Area General Description Includes Creditors 15.0 hours $6,000.00 Assets 25.0 hours $10,000.00 Trade On 25.00 hours $10,000.00 Creditor Enquiries Dealing with proofs of debt Second Meeting of Creditors Sale of Business and Business Assets Trade on management Receive and follow up creditor enquiries via telephone Maintaining creditor enquiry register Review and prepare correspondence to creditors and their representatives via facsimile, email and post Receipting and filing Proofs of Debt when not related to a dividend Corresponding with ATO regarding Proofs of Debt when not related to a dividend Attendance at the adjourned and reconvened Second Meeting of Creditors Finalise and send supplementary 439A Report to creditors Preparation of meeting notices, proxies and advertisements Forward notice of meeting to all known creditors Preparation of meeting file, including agenda, certificate of postage, attendance register, list of creditors, reports to creditors, advertisement of meeting and draft minutes of meeting. Respond to stakeholder queries and questions immediately following meeting Liaising with purchaser regarding handover of trading of business Attendance on site for stocktake and review of register of assets Attendance on site for meeting of employees Review of contracts of sale of business assets and execution of same Liaising with legal representatives regarding contracts of sale Preparation and review of financial reports and weekly financial forecasts Liaising with management with respect to day to day operations Authorising purchase orders and essential trade on purchases Processing trading receipts and payments Employee, supplier and debtor correspondence Onsite visits
J & B Fencing & Gates Pty Ltd (Administrators Appointed) Remuneration Request Approval Report Page 10 of 17 I have applied an average charge-out rate of $400.00/hr in estimating the future costs as persons of various experience will be undertaking the future tasks. Task Area Estimated Hours Estimated cost ($) Administration 10.0 4,000.00 Creditors 15.0 6,000.00 Assets 25.0 10,000.00 Trade On 25.0 10,000.00 TOTAL 75.0 30,000.00
J & B Fencing & Gates Pty Ltd (Administrators Appointed) Remuneration Request Approval Report Page 11 of 17 Part 5: Description of future work to be completed by the Joint and Several Liquidators Company J & B Fencing & Gates Pty Ltd (Administrators Appointed) Practitioner(s) Stephen Dixon and Laurence Fitzgerald Firm Grant Thornton Australia Limited Administration Type Creditors Voluntary Liquidation Period 29 July 2014 to the finalisation of the liquidation Task Area General Description Includes Assets 15.00 hours $6,000.00 Creditors 20.0 hours $8,000.00 Assets subject to specific charges Realisation of Assets Creditor Enquiries Creditor reports / Meetings All tasks associated with identifying, and corresponding with charge holders Liaising with Director and staff with respect to sale of business assets Liaising with lawyers with respect to contract of sale of the business assets Liaising with purchaser with respect to sale of business assets Receive and follow up creditor enquiries via telephone Review and prepare correspondence to creditors and their representatives via facsimile, email and post Update Report to Creditors and annual general meeting reports Prepare and hold final meeting of creditors and annual general meetings (if applicable) Preparation of meeting notices, proxies and advertisements Forward notice of meeting to all known creditors Preparation of meeting file, including agenda, certificate of postage, attendance register, list of creditors, reports to creditors, advertisement of meeting and draft minutes of meeting. Preparation and lodgement of minutes of meetings with ASIC
J & B Fencing & Gates Pty Ltd (Administrators Appointed) Remuneration Request Approval Report Page 12 of 17 Task Area General Description Includes Investigations 30.0 hours $12,000.00 Conducting investigations Insolvent trading and voidable transaction recoveries Examinations (if applicable) ASIC reporting Interview with Director and management Collection of company books and records and Report as to Affairs Reviewing company s books and records Review of company nature and history Conducting and summarising statutory searches Preparation of comparative financial statements Review of specific transactions and liaising with Directors regarding certain transactions Lodgement of investigation with ASIC Preparation and lodgement of supplementary report if required Meetings to discuss potential litigation Preparation of brief to solicitors and liaising with solicitors regarding recovery actions, where applicable Attending to potential settlement matters, where applicable Preparation of insolvency report, if required Reviewing creditor accounts, statements and invoices Reviewing director related transactions and corresponding with the directors for explanation of transactions Preparing brief to solicitor Liaising with solicitor(s) regarding examinations Attendance at examination Reviewing examination transcripts Liaising with solicitor(s) regarding outcome of examinations and further actions available Preparing statutory investigation reports Preparing affidavits seeking non lodgements assistance Liaising with ASIC
J & B Fencing & Gates Pty Ltd (Administrators Appointed) Remuneration Request Approval Report Page 13 of 17 Task Area General Description Includes Administration 15.0 hours $6,000.00 Statutory 10.0 hours $4,000.00 Document maintenance/file review/checklist Insurance Bank account administration Finalisation Documents of appointment ASIC Form 524 and other forms ATO & other statutory reporting First month, then 6 monthly administration review Filing of documents File reviews Updating checklists Identification of potential issues requiring attention of insurance specialists Correspondence with Blue Broking regarding any ongoing insurance requirements Preparing correspondence closing accounts Requesting bank statements Bank account reconciliations Correspondence with bank regarding specific transfers Notifying ATO of finalisation Cancelling ABN / GST / PAYG registration Completing checklists Finalising WIP Preparation, review and execution of documents Filing with ASIC Preparing and lodging ASIC forms including 505, 524, etc. Correspondence with ASIC regarding statutory forms Notification of appointment Preparing BAS Completing PAYG Payment Summaries
J & B Fencing & Gates Pty Ltd (Administrators Appointed) Remuneration Request Approval Report Page 14 of 17 Task Area General Description Includes Trade On 10.0 hours $4,000.00 Trade on management Finalisation of financial reports Attendance on site Liaising with management and staff Payment of outstanding trade on liabilities Processing trading receipts and payments for outstanding accounts Liaising with superannuation funds regarding contributions Liaising with state revenue office regarding payroll tax issues Part 5: Calculation of Remuneration I have applied an average charge-out rate of $400.00/hr in estimating the future costs as persons of various experience will be undertaking the future tasks. Task Area Estimated Hours Estimated cost ($) Assets 15.0 6,000.00 Creditors 20.0 8,000.00 Investigations 30.0 12,000.00 Administration 15.0 6,000.00 Statutory 10.0 4,000.00 Trade On 10.0 4,000.00 TOTAL 100.00 40,000.00
J & B Fencing & Gates Pty Ltd (Administrators Appointed) Remuneration Request Approval Report Page 15 of 17 Disbursements Disbursements are divided into three types: A, B1, B2. A disbursements are all externally provided professional services and are recovered at cost. An example of an A disbursement is legal fees. B1 disbursements are externally provided non-professional costs such as travel, accommodation and search fees. B1 disbursements are recovered at cost. B2 disbursements are internally provided non-professional costs such as photocopying and document storage. B2 disbursements are charged at cost except for photocopying, printing and telephone calls which are charged at a rate which is intended to recoup both variable and fixed costs. Resolution Sought Pursuant to the provisions of the Act we will be seeking the following remuneration resolutions: b. That the remuneration of the Joint and Several Administrators of J & B Fencing & Gates Pty Ltd (Administrators Appointed) and any of the Joint and Several Administrators partners or employees in performance of services performed from 8 May 2014 to 30 June 2014 be fixed at $126,040.00 (excluding GST) plus any out of pocket expenses incurred. c. That the future remuneration of the Joint and Several Administrators of J & B Fencing & Gates Pty Ltd (Administrators Appointed) and any of the Joint and Several Administrators partners or employees in performance of services performed for the period 1 July 2014 to 28 July 2014 be fixed at $30,000.00 (excluding GST) plus any out of pocket expenses incurred. [If at the second meeting the Company s creditors resolve that the Company be Wound Up in liquidation] d. That the future remuneration of the Joint and Several Liquidators of J & B Fencing & Gates Pty Ltd (Administrators Appointed) and any of the Joint and Several Liquidators partners or employees in performance of services performed from 29 July 2014 to the finalisation of the liquidation be fixed at $40,000.00 (excluding GST) plus any out of pocket expenses incurred. Approval is given for such amounts approved to be drawn on a monthly basis.
J & B Fencing & Gates Pty Ltd (Administrators Appointed) Remuneration Request Approval Report Page 16 of 17 Remuneration Recoverable from External Sources Remuneration payments received with respect to the Fair Entitlements Guarantee Act 2012 are considered a separate arrangement involving a limited or partial funding agreement. Where higher fees are incurred than the amount covered by a funding agreement, there is no restriction on the Liquidation being charged for the shortfall on the basis that all remuneration claimed is necessary and properly incurred in accordance with the Australian Restructuring Insolvency and Turnaround Association s Code of Professional Practice. Schedule of remuneration methods and hourly rates There are four (4) 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.