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Rewards Group Limited and Various Subsidiaries (Administrators Appointed)

Rewards Group Limited and Various Subsidiaries (Administrators Appointed). First Meeting of Creditors 26 May 2010. Chairman’s Introduction. Chairman’s introduction. Administrators – Martin Jones, Andrew Saker and Darren Weaver Appointed on 16 May 2010 over 8 companies

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Rewards Group Limited and Various Subsidiaries (Administrators Appointed)

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  1. Rewards Group Limited and Various Subsidiaries (Administrators Appointed) First Meeting of Creditors 26 May 2010

  2. Chairman’s Introduction

  3. Chairman’s introduction • Administrators – Martin Jones, Andrew Saker and Darren Weaver • Appointed on 16 May 2010 over 8 companies • Receivers and Managers appointed on 20 May 2010 to Rewards Group Limited and Rewards Land Pty Ltd – McGrath Nicol • Separate meetings held together • Martin Jones to act as Chairman

  4. Housekeeping • Please turn off all mobile phones during the meeting • Media will be asked to leave • Webcast • Chairman will invite questions at appropriate time • All questions to be directed to Chairman • When asking a question, please clearly state your name and the name of the company you represent

  5. Introduction of meetings • First meetings of creditors • Notice of meetings • Purpose of meetings • Separate meetings held together • Admission of proxies • Amount admitted – voting purposes only • Quorum • Voting and resolutions

  6. Independence, relationships and indemnities • Declaration attached to Notice of Meeting • No prior relationship with Company or related parties • No conflict of interest • Other relationships • Banks & financial institutions

  7. Voluntary Administration Process

  8. Objectives of an Administration The objective of an Administration of a Company’s affairs is to: • Maximize the chances of the Company, or as much as possible, continuing in existence. • If not possible, result in a better return for Company’s creditors and members that would otherwise result in the immediate winding up of the Company.

  9. Voluntary Administration Process Administrators First meetingof creditors Report tocreditors (to be issued 5 business days prior to meeting) Second meetingof creditors (25 business days fromthe date of appointment – on or before 21 June 2010) What happens at the second meeting of creditors? Deed ofCompanyArrangement Administrationshould end Liquidation What cancreditorsdecide?

  10. Group Overview

  11. Group Structure Rewards Group Limited (Parent Company) 100% owned 100% owned 100% owned 100% owned 100% owned Rewards Management Pty Ltd Rewards Projects Limited Rewards Land Pty Ltd Greentree Capital Pty Ltd Ord Packers Pty Ltd 100% owned Berry Packers Pty Ltd 50% owned Key: Fixed and Floating Chargeholder(s) Rural Labour Pty Ltd NAB only NAB and CBA NAB (1st ranking) and Linetime Holdings Pty Ltd (2nd ranking) No Fixed and Floating Charges

  12. Northern Territory Queensland Teak Tropical Fruits Stone Fruit Strawberries Western Australia Head Office Tropical Fruits Viticulture Stone Fruit Sandalwood Brushwood Victoria South Australia Strawberries Blueberries Tasmania Operational map Victoria

  13. Relationship Between Companies and MIS • Assets of the MIS are separate from the rights and obligations of the companies • Rewards Group Ltd • & Rewards Projects Ltd • Company specific assets and liabilities • Liabilities include secured NAB debt of $24m and other securitised loans of $49m (CBA and Investec) • Rewards Projects Ltd acts as responsible entity on behalf of investors • MIS • 45 MIS projects • Projects held by Rewards Projects Ltd for approximately 9,000 MIS investors • Each MIS project is separate and distinct • Projects must be independently viable and accountable Investors Possible contingent claims currently not determinable

  14. Operation of MIS Projects • Investors are different to ordinary creditors of the company. • Investors are not creditors unless there is a claim for breach of duty by the Responsible Entity. • Each Investor has an interest in a MIS, assets of which are quarantined from the company’s assets and generally can only be made available to investors. • Two issues for investors are: • Is the MIS project viable? • Will the RE continue to honour its obligations?

  15. Operation of MIS Projects • The ARK Fund Limited • (Land Owner) • Rewards Land Pty Ltd • (Land Owner) MIS Investor Leases land Owns trees/ fruit Managed Investment Scheme Rewards Projects Ltd (Responsible Entity) Manages Scheme Provides services to the Responsible Entity to manage the Scheme Pays rent to Land Owner Pays Responsible Entity fees and costs Pays MIS Investor proceeds from sale of product net of costs Rewards Management Pty Ltd (Service Provider)

  16. Assessment of MIS Projects: Viability MIS Viability Analysis VIABLE NOT VIABLE Is RE able to meet obligations? Other funding options YES NO NO YES Will RE continue to meet obligations? Replace RE Wind-up project YES NO Continue Scheme

  17. Order of Priority for Repayment MIS Schemes Rewards Group & Subsidiaries • Costs for maintaining the MIS • Secured Creditors to be paid from fixed charge assets • Management Fees to be paid to the Responsible Entity • Receiver’s remuneration • Employees • Investors • Secured Creditors to be paid from floating charge assets • Administrator’s remuneration • Ordinary Unsecured Creditors • Ordinary Shareholders

  18. Administrators’ Approach

  19. Ferrier Hodgson Approach • We have established dedicated teams to address each key area: Operations Administration Investigation • Entity by entity analysis • Control of assets and operations • Cashflow forecasts • Asset and liability identification • Valuations • Sale and Deed of Company Arrangement opportunities • MIS viability analysis and compliance • Reporting, communication and meetings • Legal review • Interaction with receivers and managers • Monitoring of outcomes from receivership • Creditor & shareholder liaison • Report to creditors, investors, ASIC • Review of historical events • Source and application of • funds • Solvency and other recoveries

  20. Investigation and Reporting • Duty to investigate the companies’ affairs and report to creditors their preliminary findings in the s. 439A report. • A focused team on investigation matters. • Our review will consider a range of matters, including: • Formation and operation of the MIS projects under Rewards Projects Limited • Promotion and accounting for the MIS projects and funds raised • Capital and debt raisings • Solvency of the companies • Potential recoveries available to creditors

  21. Questions from Creditors • All questions to be directed to Chairman • When asking a question, please clearly state your name and the name of the company you represent

  22. Formal Items of Business

  23. Committee of Creditors • Specific to companies • Consult with and receive reports from the Administrators • Assist the Administrators as a “sounding board” for proposals • Approve the Administrators’ remuneration

  24. Appointment of Administrators • Creditors to resolve pursuant to Section 436E(4) of the Corporations Act 2001 whether or not: • To remove the Administrators from office • To appoint an alternate administrator of the Companies • No nominations for an alternate administrator have been received.

  25. Closure of meetings • Other business • Final questions • Next steps • Report to creditors • Second creditors’ meeting • Thank you for attendance

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