liquidators' report to creditors pursuant … · 3 consolidated annual report in a similar...

12 February 2018

Great Southern Limited (In Liquidation) (GSL)

ACN 052 046 536

and certain of its subsidiaries as outlined in the table below

(Collectively, “the Companies”)

LIQUIDATORS' REPORT TO CREDITORS

PURSUANT TO SECTION 508 OF THE CORPORATIONS ACT 2001 (THE ACT)

AS PRESERVED BY SECTION1603 OF THE ACT

I refer to the appointment of James Stewart and I as Joint and Several Liquidators at the concurrent second meetings of creditors of the Companies held on either 19 November 2009 or 3 December 2009 (as indicated below) pursuant to Section 439A of the Corporations Act 2001 (the Act).

Annexure Company ACN Appointment

Date

B Great Southern Limited (GSL) 052 046 536 19/11/2009

C Great Southern Managers Australia Limited (GSMAL) 083 825 405 19/11/2009

D Pensyl Pty Ltd (GPEN) 108 588 389 19/11/2009

E Great Southern Cattle Holdings Pty Ltd (GSCH) 113 922 642 19/11/2009

F Great Southern Cattle Managers Pty Ltd (GSCM) 113 922 660 19/11/2009

G Great Southern Export Company Pty Ltd (GSEC) 113 408 549 19/11/2009

H Great Southern Forestry NT Pty Ltd (GSFNT) 084 646 435 19/11/2009

I Great Southern HVT Holdings Pty Ltd (GSHVT) 123 433 778 19/11/2009

J Great Southern Land Holdings Pty Ltd (GSLH) 087 074 093 19/11/2009

K Great Southern Olive Holdings Pty Ltd (GSOH) 111 092 374 19/11/2009

L Great Southern Property Holdings Limited (GSPHL) 121 245 047 19/11/2009

M Great Southern Property Managers Limited (GSPM) 108 409 641 19/11/2009

N Great Southern Vineyard Holdings Pty Ltd (GSVH) 107 020 191 19/11/2009

O Sylvatech Limited (GSYL) 073 019 093 19/11/2009

P Sylvatech Securities Limited (GSYLSEC) 100 797 475 3/12/2009

Q Great Southern Finance Pty Ltd (GSF) 009 235 143 19/11/2009

I also refer to the Liquidators’ Annual Report dated 13 February 2017 (2017 Annual Report) prepared pursuant to Section 508 of the Act as preserved by Section 1603 of the Act. A copy of the 2017 Annual Report is available for download from www.ferrierhodgson.com.

http://www.ferrierhodgson.com/

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Declaration of Independence, Relevant Relationships and Indemnities

Pursuant to Section 506A of the Act, we provide our Declaration of Independence, Relevant Relationships and Indemnities (DIRRI) at Annexure R. There have been seven (7) indemnities granted to certain GSL group entities.

Annual Meetings

As our appointment of Liquidators of the Companies has now extended over an eighth year, pursuant to Section 508 of the Act as preserved by Section 1603 of the Act, we are required to provide creditors with an Annual Report for the Companies. Section 508 typically provides the Liquidator the option to either convene an annual meeting of creditors to table the report, or to prepare and lodge the report with ASIC and provide creditors with notice of the same.

A concurrent meeting of creditors of the Companies included in the Schedule attached at Annexure A (“the Schedule”) will be held on 26 February 2018 at 10:30am (AWST) at the offices of Ferrier Hodgson, Level 28, 108 St Georges Terrace, Perth WA 6000. At this meeting creditors will be requested to approve the remuneration of the Liquidators as detailed in the attached reports for each of the Company in the Schedule.

Having regard to the current circumstances of the Companies that are not included in the Schedule, and in the interests of costs, we have decided not to convene an annual meeting of creditors pursuant to Section 508(1)(b)(ii) of the Act as preserved by Section 1603 of the Act, and we have lodged a copy of this annual report with the ASIC.

Court Orders

As previously advised, the Liquidators sought and obtained Orders from the Supreme Court of Western Australia on 8 February 2011 varying the requirements under Section 508 of the Act, principally in the following manner:

— That the Liquidators can prepare a single consolidated annual report for the Companies.

— In the event the Liquidators determine not to convene an Annual Meeting for the respective

company, to remove the obligation to mail notice to creditors of the Liquidators decision not to

convene an Annual Meeting of Creditors.

— Where the Liquidators determine to convene an Annual Meeting, they may do so in Perth,

Western Australia provided telephone conference facilities are available.

A copy of these orders is available at the following link www.ferrierhodgson.com.

We note that the recent changes to the Act have removed annual reporting obligations under Section 508, however, the same are reserved by Section 1603 of the Act.

http://www.ferrierhodgson.com/

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Consolidated Annual Report

In a similar format to the 2017 Annual Report, the majority of information in this report is contained in the Annexures. The Liquidators have prepared Annexures for each of the Companies which outline the progress in each of the liquidations to date, the outstanding tasks to finalisation and an estimated finalisation date.

Further Queries

Should you require any further information concerning the contents of this report or the Liquidation in general, please contact Precious Mukosera of this office on 08 9214 1444 or via email at [email protected].

DATED 12th day of February 2018

Martin Jones

Joint and Several Liquidator

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Great Southern Limited

(In Liquidation)

ACN 052 046 536

and its Subsidiaries

Annexures

Martin Jones

and James Stewart

12 February 2018

5

Annexure A

The Schedule

6

Annexure Page

E Great Southern Cattle Holdings Pty Limited (GSCH) 27

F Great Southern Cattle Managers Pty Limited (GSCM) 30

G Great Southern Export Company Pty Limited (GSEC) 34

I Great Southern Forestry NT Pty Limited (GSFNT) 37

J Great Southern Land Holdings Pty Limited (GSLH) 45

L Great Southern Property Holdings Limited (GSPHL) 51

M Great Southern Property Managers Limited (GSPM) 54

N Great Southern Vineyard Holdings Pty Ltd (GSVH) 58

O Sylvatech Limited (GSYL) 61

P Sylvatech Securities Limited (GSYLSEC) 65

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Annexure B

Great Southern Limited

(In Liquidation) (GSL)

ACN 052 046 536

8

GREAT SOUTHERN LIMITED (GSL)

1. Work Completed to Date

As you are aware, creditors resolved to liquidate GSL and to form a Committee of Inspection (COI) for GSL.

I confirm that the current members of the GSL COI are as follows:

Representative Creditor/Investor Name

Stuart Howard Australian Executor Trustees Limited

Sandra Gibson GSL Employee Representative

Gary Tucker Bendigo and Adelaide Bank

The Act confers certain powers to the COI and this has enabled the Liquidators to consult with the COI with respect to certain issues pertaining to the Liquidation without incurring the cost of convening general meetings of GSL’s creditors.

As you would appreciate, members of the COI are sometimes privy to sensitive and confidential information in relation to GSL as their position requires. As such, each Committee member has executed a Confidentiality Deed with the Liquidators.

The Liquidators have, convened nine (9) meetings of the COI. The majority of GSL COI meetings were held concurrently with meetings of the COI of GSMAL. Further discussion in relation to the developments pertaining to GSMAL is included in Annexure C. The meetings of the GSL COI took place on the following dates:

Date of COI Meeting Principal Agenda Item/s

26 November 2009 Outcome of Second creditors’ meetings

31 March 2010

Investigations and litigation funding

Liquidators’ assumption of the role of Responsible Entity (RE)

Replacement RE proposals

5 November 2010 Receivers’ Sale Process for the core forestry portfolio

17 November 2010 Approval of entry into litigation funding proposal

14 January 2011 Approval of entry into revised litigation funding proposal

17 May 2011 Approval of entry into revised litigation funding proposal

4 July 2012 Approval of entry into new funding agreement and termination of existing funding agreement

7 May 2015 Approval of the Liquidators’ entry into the settlement deeds.

19 August 2016 Update on status of liquidation.

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2. Employee Entitlements

Payment of unpaid employee entitlements to former employees of GSL occurred on 3 April 2017. Please contact this office if you are a former employee of GSL and did not receive this payment.

3. Asset Realisations

GSL received its dividend arising from the realisation of assets in respect of the liquidation of Great Southern Plantation Holdings Pty Ltd (In Liquidation) in the amount of $6.2m on 28 February 2017. These funds were applied towards payment of unpaid employee entitlements and a first interim dividend to admitted unsecured creditors of the Company.

Creditors should note that there are a number of intercompany loans between the various entities in the Great Southern Group of Companies.

An application was heard in the Federal Court of Australia to determine, amongst other things, whether GSL is entitled to rank rateably with other creditors of GSF in the amount of $618M (the sum of the intercompany loan and right of subrogation). This application was determined on 1 March 2017.

4. Statement of Position

The Liquidators provide the following estimated statement of position of GSL as at 12 February 2018.

Statement of Position Notes

High Estimate

Low Estimate

$ $

Circulating Assets

Cash and cash equivalents (excluding amounts held on trust) 1,910,221 1,910,221

Add: Estimated GSF dividend 6,545,176 6,545,176

Add: Estimated dividend from other subsidiaries (i) 46,503 46,503

Sub Total 8,501,900 8,501,900

Less: Estimated future professional fees and costs (ii) (50,000) (50,000)

Distribution to Unsecured Creditors

Estimated Surplus Available for Unsecured Creditors 8,451,900 8,451,900

Unsecured creditors - non-related parties (iii) 29,234,147 29,234,147

Estimated return to unsecured creditors (c/$) (iv) 5.551 5.315

The above should be read in conjunction with the notes overleaf.

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Notes:

The above estimated statement of position is subject to change depending upon the outcome of the following matters:

(i) The estimated realisations from other subsidiaries remains subject to change.

(ii) The estimate of future asset realisation costs is subject to change to meet the actual costs ofdealing with matters during the course of the liquidation.

(iii) The actual volume of creditor claims of GSL is subject to receipt and formal adjudication ofclaims received. The Liquidators previously called for formal claims to be submitted by 26February 2016 and have assessed the majority of claims received.

(iv) The estimated returns and timing may be affected if the quantum of creditor claims in the estateincreases or if further provisions for costs become necessary (e.g. to address adjudicatedclaims that are disputed or appealed) that are not known at this time.

The Liquidators have performed the calculation of the estimated dividend distribution in perpetuity and have arrived at the estimated return as reported above.

5. Receipts and Payments

I have summarised in the table below GSL’s receipts and payments for the period 1 January 2017 to 31 December 2017 as follows:

Receipts and Payments Total

$

Opening Bank Balance 1,274,177.03

Receipts

Bank Charges 10.00

Conduct Monies (Subpoena) 30.00

Dividends Received (GSPH and GSPM) 6,295,891.45

Distribution in Considerationof Secured Debt 6,988.15

GST Refund 14,349.00

Interest Income 1,010.17

Total receipts 6,318,278.77

Payments

Appointee Disbursements (2,315.47)

Bank Charges (75.00)

Printing and Postage (1,116.91)

Director Loan (192,587.18)

Document Storage (17,200.73)

Fees: Appointee Fees (145,482.70)

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$

First and Final Dividend for Preferred (Employee) Creditors (1,125,860.61)

First Interim Dividend for Unsecured Creditors (3,986,192.46)

GST Paid (131,008.00)

Legal Fees (4,435.55)

Superannuation Contribution (2,305.83)

Unclaimed Dividends -Lodged with ASIC (66,628.00)

Total payments (5,675,208.44)

Closing cash at bank 1,917,247.36

Creditors are advised pursuant to Section 539(5) of the Act that the Liquidators’ accounts of receipts and payments can be inspected at the offices of Ferrier Hodgson, Level 28, 108 St Georges Terrace, Perth WA 6000 during business hours. In this regard, please contact Precious Mukosera of this office should you wish to review the receipts and payments.

6. Liquidators’ Remuneration

The Liquidators will not be seeking further approval for fees at this stage given that we have elected not to convene annual meeting pursuant to Section 508 of the Act as preserved by Section 1603 of the Act.

7. Meeting of Creditors

As the Liquidation of GSL has continued for more than one year, pursuant to Section 508 of the Act as preserved by Section 1603 of the Act, we are required to report to creditors on the conduct of the Liquidation if required and convene an annual general meeting of GSL’s creditors.

Considering the expense of convening a meeting of GSL’s creditors, the Liquidators will not hold an Annual Meeting and will lodge this report with ASIC pursuant to Section 508(4) as preserved by Section 1603 of the Act.

8. Outstanding Matters to Finalise the Liquidation

At this stage, the outstanding matters in the Liquidation relate to:

▪ Realising any remaining assets for the benefit of GSL’s unsecured creditors.

▪ Distribute the proceeds to creditors.

Once the above matters have been finalised I will be in a position to finalise the Liquidation which will involve the following tasks:

▪ Convene a final meeting of members and creditors.

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▪ Attend to final statutory requirements of the Liquidation.

We expect to be in a position to be able to convene the final meeting of the GSL’s creditors by September 2018.

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Annexure C

Great Southern Managers Australia Limited

(In Liquidation) (GSMAL)

ACN 083 825 405

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GREAT SOUTHERN MANAGERS AUSTRALIA LIMITED (GSMAL)


As you are aware, at concurrent meetings, creditors resolved to liquidate GSMAL and to form a Committee of Inspection (COI) for GSMAL. I confirm that the current members of the GSMAL COI are as follows:

Representative Creditor/Investor Name

Gary Tucker Bendigo and Adelaide Bank

Phillip Capicchiano Private Investor

The Act confers certain powers to the COI and this has enabled the Liquidators to consult with the COI with respect to certain issues pertaining to the Liquidation without incurring the cost of convening general meetings of GSMAL’s creditors.

As you would appreciate, members of the COIs are sometimes privy to sensitive and confidential information in relation to GSMAL as their position requires. As such, each Committee member has executed a Confidentiality Deed with the Liquidators.

The Liquidators have convened eight 8 meetings of the COI. Most of the COI meetings were held concurrently with meetings of the GSL COI. Further discussion in relation to the developments pertaining to GSL is included in Annexure B. The meetings of the GSMAL COI took place on the following dates:

Date of COI Meeting Principal Agenda Item/s

26 November 2009 Outcome of Second creditors’ meetings

31 March 2010

Investigations and Litigation Funding

Liquidators’ assumption of the role of Responsible Entity (RE)

HVT project replacement RE proposals

Templegate projects replacement RE proposals

5 November 2010 Receivers’ Sale Process for the core forestry portfolio

17 November 2010 Approval of entry into litigation funding proposal

14 January 2011 Approval of entry into revised litigation funding approval

17 May 2011 Approval of entry into revised litigation funding approval

7 October 2011 Approval of entry into asset sale agreement

4 July 2012 Approval of entry into new funding agreement

Termination of existing funding agreement

19 October 2017 Remuneration approval

As you may be aware, the R&M retired from the role of RE of GSMAL’s managed investments schemes (“MIS”) on 2 March 2010 and the Liquidators have now assumed control of the RE duties. We note that the legal structure and status of the schemes does not change as a result of the R&M retirement.

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We table below the schemes currently under our control for your reference:

Forestry Olives

Templegate Forestry Trust Wombat Great Southern Organic Olives Project 2005

Great Southern Plantations 1996 Great Southern Organic Olives Project 2006

Great Southern Plantations 1997 (In Liq)

Great Southern Organic Olives Project 2007

Great Southern Renewable Fibre Project 2008 Great Southern Diversified Olives Project 2007

Great Southern Renewable Fibre Project 2009

Great Southern Diversified Olives Project 2008


HVT

Great Southern High Value Timber Project 2009

Great Southern High Value Timber Project 2010

Wine Grape (All schemes in Liquidation)

Great Southern Wine Grape Project 2006 Cattle

Great Southern Wine Grape Project 2007 Environinvest Cattle Project 2002 (In Liq)

Great Southern Wine Grape Project 2008 Environinvest Cattle Project 2003

Cattle Project 2006

Cattle Project 2007

We also note that a number of schemes have been transitioned from the control of GSMAL to external REs as a result of resolutions passed at scheme meetings. The affected schemes and the respective new RE’s are tabled below for your reference:

Scheme New RE

Great Southern Plantations 1998 Gunns Plantations Limited









Great Southern Vineyards 2004 Primary Securities Limited

Great Southern Vineyards 2005-1 Primary Securities Limited

Great Southern Vineyards 2005-2 Primary Securities Limited

Templegate Forestry Trust Hamilton Primary Securities Limited

Templegate Forestry Trust Mossgrove Primary Securities Limited

Templegate Forestry Trust Jeremy 1 Primary Securities Limited

Templegate Forestry Trust Jeremy 2 Primary Securities Limited

Great Southern Plantations 2007 Primary Securities RE Limited

Great Southern High Value Timber Project 2007 Lowell Capital Limited

Great Southern High Value Timber Project 2008 Lowell Capital Limited

Great Southern Almond Project 2007 Rural Funds Management Limited

Great Southern Almond Project 2008 Rural Funds Management Limited

Sylvatech Tropical Timbers 2003 Lowell Capital Limited

Sylvatech Tropical Timbers 2004 Lowell Capital Limited

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Gunns Plantations Limited entered into Voluntary Administration on 25 September 2012 and was subsequently placed into Liquidation. Please contact PPB Advisory’s Melbourne office for any updates on the Liquidation of these schemes.

I discuss the status of the schemes currently in our control below:

2. Pine Schemes

Templegate Forestry Trust Wombat

The pine plantations associated with the Wombat Scheme were completely destroyed in the 2003 Canberra fires. The pine plantations were insured, and the insurance proceeds were distributed to Growers shortly thereafter.

The purpose of this scheme has been completed and all surplus funds have been distributed. We will shortly be applying to the ASIC for audit relief and preparing for the lodgement of Form 5138 to signify the completion of winding up. Once done, we will be applying to the ASIC for the deregistration of the scheme.

3. Forestry Schemes

Great Southern Plantations 1996 Scheme

The purpose of this scheme has been completed and scheme property was distributed to Growers prior to the retirement of the R&M as RE.

The scheme may now be wound up and the balance of any funds distributed. We will commence the finalisation process shortly.

Great Southern Plantations 1997 Scheme

The purpose of this scheme has been completed and all surplus funds have been distributed following the approval by the Supreme Court of Western Australia.

A final reconciliation of funds indicates that remaining fund totalling $43,000 will need to be lodged with the ASIC as unclaimed money pursuant to Section 601NG of the Act.

Once the lodgement is done and approved by the ASIC, we will shortly be applying to ASIC to have the scheme deregistered.


(2007/08 Plantation Schemes)

As you may be aware, Primary RE and BlackTree proposed to replace GSMAL as the RE of the 2007/08 Plantation Schemes.

On 13 September 2010 notices of meeting were issued to the Growers of the 2007/08 Plantation Schemes to resolve to accept the proposal put forth by Primary RE and BlackTree and replace GSMAL as the RE.

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The Growers meetings that were held on 8 October 2010 were adjourned to 29 October 2010. At the reconvened growers meeting held on 29 October 2010, the meetings were adjourned for a further period of three (3) weeks. After further adjournments, the Growers of the 2007 Scheme approved the amendments to the constitution and the appointment of Primary RE as the replacement RE on 22 December 2010.

On 22 December 2010 Primary RE and Blacktree withdrew their replacement RE proposal for the 2008 scheme as they were unable to procure the required votes from Growers.

The 2008 Scheme may now be wound up. We will commence the finalisation process shortly.

Great Southern Renewable Fibre Project 2009 and 2010

The purposes of these schemes could not be achieved as all the land underlying the schemes was leased, and as GSMAL was unfunded, all the leased properties were disclaimed and terminated by the R&M.

In view of the above, we applied to the ASIC to have the two schemes deregistered in October 2017. Subsequently, ASIC issued Notice of Deregistration to confirm the schemes have been deregistered as of 14 January 2018.

4. Wine Grape Schemes

Wine Grapes 2006, 2007 and 2008

By originating process dated 19 November 2013, GSMAL, by its Liquidators, applied to the Supreme Court of Western Australia pursuant to Sections 601ND and 601NF of the Corporations Act 2001 (Cth) (the Act) for orders with respect to winding up the Schemes and appointing the Liquidators to take responsibility for the winding up of the Schemes, on the basis that it is impracticable for GSMAL to do so.

The Liquidators determined that the purpose of the Schemes could not be accomplished. The Schemes were insolvent on a cash-flow basis, no replacement RE for the Schemes had been located and the vineyard properties on which the schemes were operated had been sold.

By order of Master Sanderson of the Supreme Court of WA date 12 December 2013, the Liquidators were appointed as the persons responsible for winding up the Schemes.

On 29 April 2014, Orders were granted by the Court that allowed the Liquidators to distribute proceeds to the parties identified in the interlocutory process and accompanying affidavits following investigations completed by the Liquidators. Growers of the schemes were provided with the opportunity to consider the position of the Liquidators and appear before the Court.

The purpose of this scheme has been completed and all surplus funds have been distributed. We will shortly be applying to the ASIC for audit relief and preparing for the lodgement of Form 5138 to signify the completion of winding up. Once done, we will be applying to the ASIC for the deregistration of the scheme.

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5. Olive Schemes

Great Southern Organic Olives Project 2005, 2006 and 2007

The purpose of this scheme has been completed and we received undistributed funds from the R&M prior to their retirement.

The undistributed fund mentioned above may need to be lodged with the ASIC as unclaimed money pursuant to section 601NG of the Act. However, due to the minimal amount of the funds, distribution costs would likely reduce the amount to nil.

An assessment is required on commerciality of making such a distribution. Once the assessment is done, we will proceed to the either making the distribution or lodging the funds with ASIC as unclaimed money.

Great Southern Diversified Olives Project 2007 and 2008

The purpose of these two schemes have been completed and all surplus funds have been distributed.

We will shortly be applying to the ASIC for audit relief and preparing for the lodgement of Form 5138 to signify the completion of winding up. Once done, we will be applying to the ASIC for the deregistration of the scheme.

6. High Value Timber Schemes

Great Southern High Value Timber Project 2009 and 2010

The purposes of these schemes could not be achieved as these schemes did not commence and Land and Management Agreements were not issued due to the appointment of Administrators and R&M to GSMAL. Application monies for the schemes were returned to Growers by the R&M on 22 October 2009.

In view of the above, we applied to the ASIC to have the two schemes deregistered in October 2017. Subsequently, ASIC issued Notice of Deregistration to confirm the schemes have been deregistered as of 14 January 2018.

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7. Cattle Schemes

Environinvest Cattle Project 2002 and 2003 (In Liquidation)

7.1. Environinvest Cattle Project 2002

A final reconciliation of funds indicates that undistributed fund totalling $6,000 may need to be lodged with the ASIC as unclaimed money pursuant to section 601NG of the Act.

Once the lodgement is done and approved by the ASIC, we will shortly be applying to ASIC to have the scheme deregistered.

7.2. Environinvest Cattle Project 2003

The purpose of this scheme has been completed and undistributed fund totalling $34,856.60 is required to be lodged with ASIC as unclaimed money 601NG of the Act.

The undistributed fund was lodged and approved by the ASIC on 8 January 2018, we will shortly be applying to ASIC to have the scheme deregistered.

Cattle Project 2006 and 2007

The purpose of these schemes has been completed and all surplus funds have been distributed. The schemes may now be wound up.

We are required to issue a notice pursuant to Section 601NC of the Act to all growers of the scheme communicating the proposal of winding up the scheme. The notice provides a 28 days period for the growers to consider whether a meeting is to be called to consider the proposed winding up.

If no meeting is called within 28 days of the notice being issued, we will shortly proceed to the deregistration of the scheme.


At this stage of the Liquidation, the liquidators are currently awaiting the realisation of assets in other Great Southern Group entities and subsequent distribution of funds (if any) in GSL through intercompany loans.

Creditors are referred to section 4 of Annexure B for details of GSL’s estimated Statement of Position.


The Liquidators provide the following estimated statement of position of GSMAL as at 12 February 2018.

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High Estimate

Low Estimate

$ $

Circulating Assets

Cash and cash equivalents (excluding amounts held on trust) 570,734 570,734

Add: Estimated GSL dividend 7,529,226 7,529,226

Sub Total 8,099,960 8,099,960

Less: Estimated future professional fees and costs (i) 271,406 271,406



Unsecured creditors - non-related parties (ii) 9,444,040 9,444,040

Estimated return to unsecured creditors (c/$) (iii) 55.969 55.976

Notes:


(i) The estimate of future asset realisation costs is subject to change to meet the actual costs of dealing with matters during the course of the liquidation.

(ii) The actual volume of creditor claims of GSMAL is subject to receipt and formal adjudication of claims received.

(iii) The estimated returns and timing may be affected if the quantum of creditor claims in the estate increases or if further provisions for costs become necessary (e.g. to address adjudicated claims that are disputed or appealed) that are not known at this time.



I have summarised in the table below GSMAL’s receipts and payments for the period 1 January 2017 to 31 December 2017 as follows:


$

Opening Bank Balance 1,191.79

Receipts

Dividend (GSL) 3,752,926.05

GST Refund 308,450.88

Interest Income 104.32

Total receipts 4,061,481.25

Payments


Appointee Fees (3,631,721.04)

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$

Computershare - Registry Equity (43,632.40)

Computershare - Events (6,528.01)

Computershare - Reports (1,100.00)

Unclaimed Dividends (17,355.49)

Total payments (3,725,891.47)

Closing cash at bank 336,781.57

Creditors are advised pursuant to Section 539(5) of the Act that the Liquidators’ accounts of receipts and payments can be inspected at the offices of Ferrier Hodgson, Level 28, 108 St Georges Terrace, Perth WA 6000 during business hours. In this regard, please contact Precious Mukosera of this office should you wish to review the receipts and payments.




As the Liquidation of GSMAL has continued for more than one year, pursuant to Section 508 of the Act as preserved by Section 1603 of the Act, we are required to report to creditors on the conduct of the liquidation and if required, convene an annual general meeting of GSMAL’s creditors.

Due to the expense of convening a meeting of GSMAL’s creditors, the Liquidators will not hold an Annual Meeting and will lodge this report with ASIC pursuant to Section 508(4) as preserved by Section 1603 of the Act.


At this stage, the outstanding matters in the Liquidation are:

▪ Winding up the Schemes for which GSMAL continues to act as RE.

▪ Realise any remaining assets for the benefit of GSMAL’s unsecured creditors.

▪ Distribute the proceeds to creditors.

Once the above matters have been finalised we will be in a position to finalise the Liquidation which will involve the following tasks:



We expect to be in a position to be able to convene the final meeting of the GSMAL’s creditors by September 2018.

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Annexure D

Pensyl Pty Ltd

(In Liquidation) (GPEN)

ACN 108 588 389

23

PENSYL PTY LTD (GPEN)


Since our appointment as Liquidators of GPEN, we have attended to the following tasks:

▪ Engaged auctioneers to realise assets associated with the management of the Tiwi Island managed investment schemes.

▪ Liaised with the R&Ms in relation to the termination and surrender of third party leases to various Great Southern managed investment schemes assets.

▪ Liaised with the R&Ms in relation to the ownership of particular assets.

▪ Attended to various creditor enquiries.

▪ Lodged our investigative report pursuant to Section 533 of the Act with the ASIC. This report and its contents are confidential between the Liquidators and ASIC and we are therefore unable to disclose any further information in relation to its contents.

▪ Prepared reports pursuant to Section 508 of the Act as preserved by Section 1603 of the Act.

▪ Attended to all statutory requirements of the liquidation.

▪ Distributed a first dividend to creditors.

2. Asset Realisations and Distributions

The following assets have been realised during our appointment as Liquidators:

Amount

$

Cash at Bank 209,729

Motor Vehicles

Nissan Patrol 19,600

Caterpillar 950 G Loader with bucket and log loader 71,750

Less: Auctioneers Charges (6,009)

Net Asset Realisations (incl GST) 295,070

A first dividend of 22.06c in dollar was distributed to creditors of GPEN on 15 October 2013.

The remaining asset to realise for GPEN is the intercompany receivable owed by GSL. Please refer to Annexure B for an estimate of any return to unsecured creditors of GSL.


We are unable to provide an entity level estimated statement of position for GPEN at this time and refer you to GSL’s estimated Statement of Position in Annexure B for the estimated return to GPEN unsecured creditors.

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I have summarised in the table below GPEN’s receipts and payments for the period 1 January 2017 to 31 December 2017 as follows:


$

Opening Bank Balance 0.00

Receipts

Dividend (GSL) 1,774.52

Total receipts 1,774.52

Payments

Appointee Disbursements (452.84)

Total payments (452.84)


Creditors are advised that pursuant to Section 539(5) of the Act that the Liquidators’ accounts of receipts and payments can be inspected at the offices of Ferrier Hodgson, Level 28, 108 St Georges Terrace, Perth WA 6000 during business hours. In this regard, please contact Precious Mukosera of this office should you wish to inspect the receipts and payments.




As the Liquidation of GPEN has continued for more than one year, pursuant to Section 508 of the Act as preserved by Section 1603 of the Act, we are required to report to creditors on the conduct of the liquidation and if required, convene an annual general meeting of GPEN’s creditors.

Due to the expense of convening a meeting of GPEN’s creditors, the Liquidators will not hold an Annual Meeting and will lodge this report with ASIC pursuant to Section 508(4) as preserved by Section 1603 of the Act.



▪ Participation in GSL’s dividend distribution.

▪ Distribution of any proceeds to unsecured creditors.

Once the above matters have been finalised we will be in a position to finalise the Liquidation

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which will involve the following tasks:

▪ If there are sufficient funds, convene a final meeting of members and creditors.


We expect to be in a position to be able to convene the final meeting of the GPEN’s creditors by September 2018.

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Annexure E

Great Southern Cattle Holdings Pty Ltd

(In Liquidation) (GSCH)

ACN 113 922 642

27

GREAT SOUTHERN CATTLE HOLDINGS PTY LIMITED (GSCH)


Since our appointment as Joint and Several Liquidators of GSCH, we have only attended to a limited number of tasks given the previous appointment of the R&M over this entity, including:

▪ Liaised with the R&M in relation to the termination and surrender of third party leases to various Great Southern managed investment schemes assets.

▪ Completed our investigations into the affairs of GSCH and lodged our report with the ASIC pursuant to Section 533 of the Act. We note that this report and its contents are confidential between the Liquidators and ASIC and therefore we are unable to disclose any further information in relation to its contents.

▪ Prepared a report pursuant to Section 508 of the Act as preserved by Section 1603 of the Act.

▪ Attended to all statutory requirements of the Liquidation.

The R&M retired over GSCH on 14 November 2011. We have reviewed the R&M’s lodgements with ASIC during the period of their appointment.


As previously advised, GSCH owned a number of cattle stations and cattle properties which it leased to GSCM through agistment licences. The R&M have realised all the properties previously belonging to GSCH. On retirement, the R&M advised that there were no surplus funds were available for the unsecured creditors of GSCH.

GSCH’s only remaining asset, is its right of subrogation against GSF arising from the circumstances that it contributed to repayment of the amounts owing to the secured creditors of the Companies, where GSF made no contribution. As GSF is now in funds, GSCH is able to claim in the liquidation of GSF for amounts that it has paid for the benefit of GSF.


We are unable to provide an entity level estimated statement of position for GSCH at this time and refer you to GSF’s estimated Statement of Position in Annexure Q for the estimated return to GSCH unsecured creditors.


To date there have been no receipts nor payments made by the Liquidators on behalf of the GSCH for the period from 1 January 2017 to 31 December 2017.


We will be seeking approval of the following resolutions with respect to the Liquidators’ remuneration. Details to support these resolutions are included in attached Remuneration Approval Request Report.

28

Resolution 1:

"That the remuneration of the Liquidators, as set out in the Remuneration Approval Request dated 12 February 2018, for the period from 19 November 2009 to 30 November 2017 be fixed in the amount of $26,428.17, plus any applicable GST, and may be paid."

Resolution 2:

"That the remuneration of the Liquidators, as set out in the Remuneration Approval Request dated 12 February 2018 for the period from 1 December 2017 to completion be fixed up to a maximum amount of $10,000, plus any applicable GST, but subject to upward revision by resolution of creditors and that the Liquidators be authorised to make periodic payments on account of such accruing remuneration as incurred."

6. Annual General Meeting of Creditors

A concurrent meeting of creditors of the Companies will be held on 26 February 2018 at 10:30am at the offices of Ferrier Hodgson, Level 28, 108 St Georges Terrace, Perth WA 6000.

At this meeting creditors will be requested to approve the remuneration of the Liquidators as detailed in the attached Remuneration Approval Request Report. Also attached in the report is a Notice of Concurrent Meeting of Creditors, a Form 532 – Appointment of Proxy and a Form 535 – Proof of Debt for the purposes of voting at the meeting.

Creditors should ensure that the Proxy (and Proof of Debt if one has not already been lodged with the Liquidators) is lodged prior to the meeting to be eligible to vote.

Your attendance at this meeting by special proxy or via telephone (if convenient) would be greatly appreciated.



▪ Participation in GSF’s dividend distribution.

▪ Distribution of any proceeds to unsecured creditors.

Once the above matter has been finalised we will be in a position to finalise the Liquidation which will involve the following tasks:



We expect to be in a position to be able to convene the final meeting of the GSCH’s creditors by September 2018.

29

Annexure F

Great Southern Cattle Managers Pty Ltd

(In Liquidation) (GSCM)

ACN 113 922 660

30

GREAT SOUTHERN CATTLE MANAGERS PTY LTD (GSCM)


Since our appointment as Joint and Several Liquidators of GSCM, we have only attended to a limited number of tasks given the previous appointment of the R&M over this entity, including:

▪ Responded to various creditor enquiries.

▪ Completed our investigations into the affairs of GSCM and lodged our report with the ASIC pursuant to Section 533 of the Act. We note that this report and its contents are confidential between the Liquidators and ASIC and therefore we are unable to disclose any further information in relation to its contents.



We note that the R&M retired over GSCM on 14 November 2011. We have reviewed the R&M’s lodgements with ASIC during the period of their appointment.


We understand that the R&M have realised all the properties previously belonging to GSCM. On retirement, the R&M were required to account for the sale of the assets that they have realised during their appointment and forward any surplus funds to our control. No surplus funds were made available for unsecured creditors of GSCM.

The Liquidators recently identified funds held in the GSMAL - 2007 Cattle Managers Account which, following completion of Project Transform and the collapse of the Scheme, was the property of GSCM. These funds were subsequently transferred to GSCM.

These funds were then distributed to GSL with respect to its secured rights of contribution against GSCM. This right arose following an analysis completed by the Liquidators and its legal counsel which identified that GSL had over contributed to the repayment of the Club Banks (former secured creditors), in comparison to the other GSL Group security providers (including GSCM) which were joint and severally liable.


Unsecured creditors of GSCM are expected to receive the same dividend rate as unsecured creditors of GSF. Creditors are referred to Annexure Q for the estimated statement of position of GSF and the underlying assumptions.

31


I have summarised in the table below GSCM’s receipts and payments for the period 1 January 2017 to 31 December 2017 as follows:


$


Receipts

GST Refund 52.00

Total receipts 52.00

Payments







Resolution 1:


Resolution 2:

"That the remuneration of the Liquidators, as set out in the Remuneration Approval Request dated 12 February 2018, for the period from 1 December 2017 to completion be fixed up to a maximum amount of $10,000, plus any applicable GST, but subject to upward revision by resolution of creditors and that the Liquidators be authorised to make periodic payments on account of such accruing remuneration as incurred."



32





We will shortly be in a position to finalise the Liquidation and expect to be in a position to be able to convene the final meeting of the GSCM’s creditors by September 2018.

33

Annexure G

Great Southern Export Company Pty Ltd

(In Liquidation) (GSEC)

ACN 113 408 549

34

GREAT SOUTHERN EXPORT COMPANY PTY LTD (GSEC)


Since our appointment as Joint and Several Liquidators of GSEC, we have only attended to a limited number of tasks given the former appointment of the R&M over this entity. These are:

▪ Completed our investigations into the affairs of GSEC and lodged our report with the ASIC pursuant to Section 533 of the Act. We note that this report and its contents are confidential between the Liquidators and ASIC and therefore we are unable to disclose any further information in relation to its contents.



The R&M retired over GSEC on 8 September 2011. We have reviewed the R&M’s lodgements with ASIC during the period of their appointment.


We understand that the R&M have realised all GSEC’s assets except for the intercompany loan owed to GSEC by GSMAL.


As a result of the intercompany loan due from GSMAL to GSEC, unsecured creditors of GSEC are expected to receive the same dividend rate as unsecured creditors of GSMAL.

Creditors are referred to Annexure C for the estimated statement of position of GSMAL and the underlying assumptions.


To date there have been no receipts nor payments made by the Liquidators on behalf of the GSEC for the period from 1 January 2017 to 31 December 2017.



Resolution 1:

"That the remuneration of the Liquidators, as set out in the Remuneration Approval Request dated 16 February 2018, for the period from 3 December 2009 to 30 November 2017 be fixed in the amount of $13,071.67, plus any applicable GST, and may be paid."

35

Resolution 2:

"That the remuneration of the Liquidators, as set out in the Remuneration Approval Request dated 16 February 2018, for the period from 1 December 2017 to completion be fixed up to a maximum amount of $10,000.00, plus any applicable GST, but subject to upward revision by resolution of creditors, and that the Liquidators be authorised to make periodic payments on account of such accruing remuneration as incurred."







At this stage, the outstanding matters in the Liquidation relate to awaiting distribution of funds from GSMAL and distribution of the same to unsecured creditors.




We expect to be in a position to be able to convene the final meeting of the GSEC’s creditors by September 2018.

36

Annexure H

Great Southern Forestry NT Pty Ltd

(In Liquidation) (GSFNT)

ACN 084 646 435

37

GREAT SOUTHERN FORESTRY NT PTY LTD (GSFNT)


Since our appointment as Joint and Several Liquidators of GSFNT, we have only attended to a limited number of tasks given the former appointment of the R&M over this entity. These are:

▪ Liaised with the R&M in relation to the termination and surrender of third party leases of various Great Southern managed investment schemes assets.

▪ Liaised with the R&M in relation to the ownership of particular assets.

▪ Completed our investigations into the affairs of GSFNT and lodged our report with the ASIC pursuant to Section 533 of the Act. We note that this report and its contents are confidential between the Liquidators and ASIC and therefore we are unable to disclose any further information in relation to its contents.

▪ Liaised with GSFNT’s debtors with respect to their outstanding balances.



The R&M retired over GSFNT on 8 September 2011. We have reviewed the R&M’s lodgements with ASIC during the period of their appointment.


We understand that the R&M have realised all GSFNT’s assets except for some of GSFNT’s pre-appointment trade debtors. On retirement, the R&M are required to account for the sale of the assets that they have realised during their appointment and forward any surplus funds to our control. We have not received any surplus funds available to the unsecured creditors of GSFNT.

GSFNT’s only remaining asset, is its right of subrogation against GSF arising from the circumstances that it contributed to repayment of the amounts owing to the secured creditors of the Companies, where GSF made no contribution. As GSF is now in funds, GSFNT is able to claim in the liquidation of GSF for amounts that it has paid for the benefit of GSF.


We are unable to provide an entity level estimated statement of position for GSFNT at this time and refer you to GSF’s estimated Statement of Position in Annexure Q for the estimated return to unsecured creditors of GSFNT.


To date there have been no receipts nor payments made by the Liquidators on behalf of the GSFNT for the period from 1 January 2017 to 31 December 2017.

38


We will be seeking approval of the following resolutions with respect to the Liquidators’ remuneration. Details to support these resolutions are included in attached Remuneration Approval Request Report

Resolution 1:


Resolution 2:








At this stage the outstanding matters in the Liquidation relate to:


▪ Distribution of proceeds to unsecured creditors.




39

We expect to be in a position to be able to convene the final meeting of the GSFNT’s creditors by September 2018.

40

Annexure I

Great Southern HVT Holdings Pty Ltd

(In Liquidaton) (GSHVT)

ACN 123 433 778

41

GREAT SOUTHERN HVT HOLDINGS PTY LTD (GSHVT)


GSHVT is a land holding company with respect to 38 teak and mahogany properties that were leased to GSMAL for the purposes of the GSMAL HVT 2007 & 2008 schemes (Scheme Properties), and seven (7) unencumbered properties that are not subject to these schemes. Following their appointment on 18 May 2009, the R&M of GSMAL assumed control of the Scheme Properties by virtue of their control of the lessee, GSMAL.

On or around December 2009, the R&M of GSMAL handed over control of 49 Scheme Properties to the Liquidators of GSHVT after being unable to find a suitable replacement Responsible Entity (RE) for the Great Southern HVT Managed Investment Schemes (GSHVT Schemes), with the head lease agreements in place.

On 9 February 2010, the R&M as the RE issued notices pursuant to section 601NC of the Act seeking to windup the GSHVT Schemes.

On 25 February 2010 GSHVT issued default notices to GSMAL for failure to comply with the requirements of the various lease arrangements on the Scheme Properties.

On 2 March 2010, ANZ Fiduciary varied the scope and terms of its appointment of the R&M over GSMAL’s property. The effect of the variation was that the R&M ceased to control GSMAL in its capacity as RE of a number of MIS’s, including the GSHVT Schemes. On the date of this variation the Liquidators assumed control of GSMAL in its capacity as RE of the GSHVT Schemes and certain other MIS’s.

On 3 March 2010 GSMAL was notified that Lowell Capital Limited (Lowell) had issued notices convening a meeting of growers on 15 April 2010 to consider a replacing GSMAL as RE of the GSHVT Schemes. These meetings were adjourned on four occasions and Lowell finally replaced GSMAL as RE of the GSHVT Schemes on 3 June 2010.

Following their appointment as RE, GSHVT corresponded with Lowell with respect to the Liquidators’ and Receivers and Managers’ liens. In addition, GSHVT sought confirmation from Lowell on how they were intending to remedy the previous lease defaults issued to GSMAL, the former RE.

After issuing further default notices to Lowell with respect to the Scheme Properties, Lowell was required to remedy the breaches specified in these default notices by 25 November 2010. On 30 November 2010 Plantation Management Partners (PMP) completed a further inspection of the Scheme Properties to confirm if Lowell had remedied the breaches specified in these default notices. This report was finalised in March 2011 and confirmed that although maintenance had been undertaken on a number of the Scheme Properties, the Scheme Properties continued to be in varying degrees of default.

Lowell disputed PMP’s assessment and subsequently engaged their own expert to complete a further assessment of the Scheme Properties. On 18 May 2011 GSHVT received a copy of this report which indicated that a majority of the Scheme Properties and the plantations were viable.

42

With two contrasting reports and subsequent legal advice that GSHVT received with respect to the strength of any action that may be brought by GSHVT in terminating the head leases of the Scheme Properties, and in consideration of the possible defences available to Lowell in defending such action, the Liquidators of GSHVT met with Lowell to discuss the possibility of reaching a commercial settlement which would involve:

a) Lowell, on behalf of Growers, acquiring certain properties on an encumbered basis; and

b) Lowell agreeing to accept the termination of the head leases associated with the balance of Scheme Properties, which would allow the Liquidators of GSHVT to realise these properties on an unencumbered basis.

After lengthy discussions GSHVT and Lowell agreed the Scheme Properties that would be purchased by Lowell and the terms of their purchase. GSHVT and Lowell also agreed the Scheme Properties which head leases would be terminated by GSHVT, and certain Scheme Properties which GSHVT would be granting Lowell an option to acquire.

The execution of the Lowell ASA was approved by the GSHVT COI on 3 October 2011 and by Growers of the GSHVT Schemes on 7 December 2011. Subject to the conditions of the Lowell ASA being met, completion of this transaction is expected to occur in March 2012.

Following the execution of the Lowell ASA, GSHVT engaged Ferry Property to market and sell the properties that Lowell and GSHVT had agreed would have their head leases terminated. All properties have now been sold, including 1 of the 3 option properties that Lowell failed to exercise.


Since our appointment, all unencumbered properties have been sold and six (6) interim dividends were distributed to admitted creditors on 12 January 2012, 11 May 2012, 7 June 2012, 16 July 2012, 18 September 2014 and 13 December 2013 totalling 26.95 cents in the dollar.

A further dividend to unsecured creditors is expected subject to any dividend from GSF that is discussed at Annexure Q.

Subject to the outcome of the above application, GSHVT may receive funds through its rights of subrogation and participation in GSF’s dividend distribution. GSHVT’s rights of subrogation arise from the circumstances that GSHVT contributed to repayment of the amounts owing to the Club Banks where GSF made no contribution. As GSF is now in funds, GSHVT is able to claim in the liquidation of GSF for amounts that it has paid for the benefit of GSF.

We are unable to provide an entity level estimated statement of position for GSHVT as this time and refer you to GSF’s estimated statement of position in Annexure Q.


We are unable to provide an entity level estimated statement of position for GSHVT at this time and refer you to GSF’s estimated Statement of Position in Annexure Q for the estimated return to GSHVT unsecured creditors.

43


To date there have been no receipts nor payments made by the Liquidators on behalf of the GSCH for the period from 1 January 2017 to 31 December 2017.




As the Liquidation of GSHVT has continued for more than one year, pursuant to Section 508 of the Act as preserved by Section 1603 of the Act, we are required to report to creditors on the conduct of the liquidation and if required, convene an annual general meeting of GSHVT’s creditors.

Due to the expense of convening a meeting of GPHVT’s creditors, the Liquidators will not hold an Annual Meeting and will lodge this report with ASIC pursuant to Section 508(4) as preserved by Section 1603 of the Act.


At this stage the outstanding matters in the Liquidation relate to:






We expect to be in a position to be able to convene the final meeting of the GSHVT’s creditors by September 2018.

44

Annexure J

Great Southern Land Holdings Pty Ltd

(In Liquidation) (GSLH)

ACN 087 074 093

45

GREAT SOUTHERN LAND HOLDINGS PTY LTD (GSLH)


Since our appointment as Joint and Several Liquidators of GSLH, we have only attended to a limited number of tasks given the former appointment of the R&M over this entity, including:

▪ Liaised with the R&M of GSMAL and GSLH in relation to third party leases that related to the Great Southern pulpwood managed investment schemes.

▪ Completed our investigations into the affairs of GSLH and lodged our report with the ASIC pursuant to Section 533 of the Act. We note that this report and its contents are confidential between the Liquidators and ASIC and therefore we are unable to disclose any further information in relation to its contents.

▪ Prepared our reports pursuant to Section 508 of the Act as preserved by Section 1603 of the Act.


The R&M retired over GSLH on 14 November 2011. We have reviewed the R&M’s lodgements with ASIC during the period of their appointment.


As previously advised, GSLH owned 230 pulpwood properties with the majority acquired prior to March 2004. On retirement, the R&M are required to account for the sale of the assets that they have realised during their appointment and forward any surplus funds to our control. We have not received any surplus funds from the R&M upon retirement.

GSLH is also owed an intercompany loan from GSMAL and creditors are referred to Annexure C for the estimated statement of position of GSMAL and estimated returns to unsecured creditors of that entity.


As a result of the intercompany loan due from GSMAL to GSLH, unsecured creditors of GSLH are expected to receive the same dividend rate as unsecured creditors of GSMAL.



To date there have been no receipts nor payments made by the Liquidators on behalf of the GSLH for the period from 1 January 2017 to 31 December 2017.



46

Resolution 1:


Resolution 2:









▪ Awaiting distribution of funds from GSMAL.





We expect to be in a position to be able to convene the final meeting of the GSLH’s creditors by September 2018.

47

Annexure K

Great Southern Olive Holdings Pty Ltd

(In Liquidation) (GSOH)

ACN 111 092 374

48

GREAT SOUTHERN OLIVE HOLDINGS PTY LIMITED (GSOH)


GSOH was a land holding company with respect to two olive properties (Properties) leased to GSMAL for the purposes of GSMAL olive schemes. Following their appointment on 18 May 2009, the R&M of GSMAL remained in control of the GSOH Properties by virtue of their control of the lessee, GSMAL.

The Liquidators issued default notices to GSMAL in relation to GSMAL being in breach of the terms of the leases and sought orders from the Supreme Court of Western Australia (Court) that the Liquidators would be justified in:

Terminating the leases.

That growers in the Schemes (Growers) have no rights or claims against GSOH.

Enter into and complete the Asset Sale Agreement (ASA) for the sale of the remaining GSOH Properties.

The termination of the leases with GSMAL would enable the sale of the Properties to be completed on an unencumbered basis, which was a condition of the ASA.

The application was heard by Court on 12 May 2010. Several of the Growers were represented at the hearing, as was Adelaide and Bendigo Bank Limited (BEN).

The Court ordered that the sale contemplated by the ASA be allowed to proceed but that a fund be created from the proceeds from the sale and be held pending a further hearing and determination by the Court of the rights of the Growers, or any other parties, to any or all of the fund.

On 12 August 2011, the Court delivered its judgment with respect to its determination of rights. The Court found that the investors had no proprietary interest in the realised assets and therefore, no entitlement to the fund comprised by the proceeds of the asset sales.

The Court made orders for the distribution of the proceeds contained in the Fund to the asset-owning entities, including GSOH and GSOC.

The Liquidators subsequently proceeded to declare and pay a first dividend to creditors of GSOH on 9 September 2011 and a second and dividend on 22 November 2011. A third and final dividend was also paid on 12 December 2013.


As a result of the intercompany loan due from GSMAL to GSOH, unsecured creditors of GSOH are expected to receive the same dividend rate as unsecured creditors of GSMAL.


49


I have summarised in the table below GSOH’s receipts and payments for the period 1 January 2017 to 31 December 2017 as follows:


$


Total receipts 0.00

Payments








As the Liquidation of GSOH has continued for more than one year, pursuant to Section 508 of the Act as preserved by Section 1603 of the Act, we are required to report to creditors on the conduct of the liquidation and if required, convene an annual general meeting of GSOH’s creditors.

Due to the expense of convening a meeting of GSOH’s creditors, the Liquidators will not hold an Annual Meeting and will lodge this report with ASIC pursuant to Section 508(4) as preserved by Section 1603 of the Act.



▪ Awaiting distribution of funds from GSMAL.



50



We expect to be in a position to be able to convene the final meeting of the GSOH’s creditors by September 2018.

51

Annexure L

Great Southern Property Holdings Limited

(In Liquidation) (GSPHL)

ACN 121 245 047

52

GREAT SOUTHERN PROPERTY HOLDINGS LTD (GSPHL)


Since our appointment as Joint and Several Liquidators of GSPHL, we have only attended to a limited number of tasks given the appointment of the R&M over this entity, including:

▪ Liaised with the R&M in relation to the termination and surrender of third party leases in relation to various Great Southern managed investment schemes.

▪ Completed our investigations into the affairs of GSPHL lodged our report pursuant to Section 533 of the Act with the ASIC.




GSPHL’s remaining asset is its right of subrogation as against GSF arising from the circumstances that GSPHL contributed to repayment of the amounts owing to the Club Banks where GSF made no contribution. As GSF is now in funds, GSPHL is able to claim in the liquidation of GSF for amounts that it has paid for the benefit of GSF.


We are unable to provide an entity level estimated statement of position for GSPHL at this time and refer you to GSF’s estimated statement of position in Annexure Q.


To date there have been no receipts nor payments made by the Liquidators on behalf of the GSPHL for the period from 1 January 2017 to 31 December 2017.



Resolution 1:

"That the remuneration of the Liquidators, as set out in the Remuneration Approval Request dated 12 February 2018 for the period from 19 November 2009 to 30 November 2017 be fixed in the amount of $51,931,17, plus any applicable GST, and may be paid."

Resolution 2:

"That the remuneration of the Liquidators, as set out in the Remuneration Approval Request dated 12 February 2018 for the period from 1 December 2017 to completion be fixed up to a maximum amount of $10,000.00, plus any applicable GST, but subject to upward revision by

53

resolution of creditors, and that the Liquidators be authorised to make periodic payments on account of such accruing remuneration as incurred."













We expect to be in a position to be able to convene the final meeting of the GSPHL’s creditors by September 2018.

54

Annexure M

Great Southern Property Managers Limited

(In Liquidation) (GSPM)

ACN 108 409 641

55

GREAT SOUTHERN PROPERTY MANAGERS LIMITED (GSPM)


During the last twelve (12) months of the winding up of GSPM, we have:




The quantum of any return to unsecured creditors of GSPM is dependent upon the funds received through its rights of subrogation and participation in GSF’s dividend distribution. GSPM’s rights of subrogation arise from the circumstances where GSPM contributed to repayment of the amounts owing to the Club Banks where GSF made no contribution. As GSF is now in funds, GSPM is able to claim in the liquidation of GSF for amounts that it has paid for the benefit of GSF.

We are unable to provide an entity level estimate statement of position for GSPM at this time and refer you to GSF’s estimated statement of position in Annexure Q.


I have summarised in the table below GSPM’s receipts and payments for the period 1 January 2017 to 31 December 2017 as follows:


$


Receipts

Interest Income 475.00

Total receipts 475.00

Payments


Appointee Fees (19,747.20)

Dividend to Unsecured Creditors (100,000.00)

Total payments (120,404.01)



56



Resolution 1:


Resolution 2:













57

We expect to be in a position to be able to convene the final meeting of the GSPM’s creditors by September 2018.

58

Annexure N

Great Southern Vineyard Holdings Pty Ltd

(In Liquidation) (GSVH)

ACN 107 020 191

59

GREAT SOUTHERN VINEYARD HOLDINGS PTY LTD (GSVH)


Since our appointment as Joint and Several Liquidators of GSVH, we have only attended to a limited number of tasks given the appointment of the R&M over this entity. These are:

▪ Completed our investigations into the affairs of GSVH and lodged our report pursuant to Section 533 of the Act with the ASIC. We note that this report and its contents are confidential between the Liquidators and ASIC and therefore we are unable to disclose any further information in relation to its contents.




GSVH’s remaining asset is its right of subrogation and participation in GSF’s dividend distribution. GSVH’s rights of subrogation arise from the circumstances that GSVH contributed to repayment of the amounts owing to the Club Banks where GSF made no contribution. As GSF is now in funds, GSVH is able to claim in the liquidation of GSF for amounts that it has paid for the benefit of GSF.


We are unable to provide an entity level estimated statement of position for GSVH at this time and refer you to GSF’s estimated statement of position in Annexure Q.


To date there have been no receipts nor payments made by the Liquidators on behalf of the GSVH for the period from 1 January 2017 to 31 December 2017.



Resolution 1:


Resolution 2:

"That the remuneration of the Liquidators, as set out in the Remuneration Approval Request dated 12 February 2018, for the period from 1 December 2017 to completion be fixed up to

60

a maximum amount of $10,000.00, plus any applicable GST, but subject to upward revision by resolution of creditors, and that the Liquidators be authorised to make periodic payments on account of such accruing remuneration as incurred."









▪ Distribution of surplus funds to unsecured creditors.




We expect to be in a position to be able to convene the final meeting of the GSVH’s creditors by September 2018.

61

Annexure O

Sylvatech Limited

(In Liquidation) (GSYL)

ACN 073 019 093

62

SYLVATECH LIMITED (GSYL)


Since our appointment as Joint and Several Liquidators of GSYL, we have only attended to a limited number of tasks given the appointment of the R&M over this entity. These are:

▪ Liaised with the R&M in relation to the termination and surrender of third party leases in relation to various Great Southern managed investment schemes assets.

▪ Liaised with the R&M in relation to the ownership of particular assets.

▪ Lodged our investigative report pursuant to Section 533 of the Act with the ASIC. We note that this report and its contents are confidential between the Liquidators and ASIC and we are therefore unable to disclose any further information in relation to its contents.

▪ Considered the recoverability of a cash backed bank guarantee in the favour of the Department of Environment and Conservation (DEC).



The R&M retired over GSYL on 8 September 2011. We have reviewed the R&M’s lodgements with ASIC during the period of their appointment.


GSYL’s remaining asset is its right of subrogation and participation in GSF’s dividend distribution. GSCH’s rights of subrogation arise from the circumstances that GSYL contribution to repayment of the amounts owing to the Club Banks where GSF made no contribution. As GSF is now in funds, GSYL is able to claim in the liquidation of GSF for amounts that it has paid for the benefit of GSF.


We are unable to provide an entity level estimated statement of position for GSYL at this time and refer you to GSF’s estimated statement of position in Annexure Q.


I have summarised in the table below GSYL’s receipts and payments for the period 1 January 2017 to 31 December 2017 as follows:


$

Opening Bank Balance 0.00

Receipts

Dividend Received (GSL) 98,813.73


63


$

Payments







Resolution 1:


Resolution 2:







64








We expect to be in a position to be able to convene the final meeting of the GSYL’s creditors by September 2018.

65

Annexure P

Sylvatech Securities Limited (In Liquidation)

(GSYLSEC)

ACN 100 797 475

66

SYLVATECH SECURITIES PTY LTD (GSYLSEC)


During the last twelve (12) months of the winding up of GSYLSEC we have:



The Liquidators distributed the surplus funds to members of GSYLSEC on 15 October 2013.


As a result of the intercompany loan due from GSL to GSYLSEC, unsecured creditors of GSYLSEC are expected to receive the same dividend rate as unsecured creditors of GSL.

Creditors are referred to Annexure B for the estimated statement of position of GSL and the underlying assumptions.


I have summarised in the table below GSYLSEC’s receipts and payments for the period 1 January 2017 to 31 December 2017 as follows:


$


Receipts

Dividend Received (GSL) 66,852.23


Payments





67



Resolution 1:

"That the remuneration of the Liquidators, as set out in the Remuneration Approval Request dated 16 February 2018, for the period from 3 December 2009 to 30 November 2017 be fixed in the amount of $5,972.00, plus any applicable GST, and may be paid."

Resolution 2:









▪ Receipt of funds from any distributions made by GSL.

▪ The procedures in preparing for declaring a dividend to unsecured creditors.


68



We expect to be in a position to be able to convene the final meeting of the GSYLSEC’s creditors by September 2018.

69

Annexure Q

Great Southern Finance Pty Ltd

(In Liquidation) (GSF)

ACN 009 235 143

70

GREAT SOUTHERN FINANCE PTY LTD (GSF)

1. Work Completed Since Last Report

Since the Liquidators’ last report to creditors, we have attended to the following key tasks:

▪ Assisted solicitors in relation to various legal proceedings involving GSF, Bendigo and Adelaide Bank Ltd (BEN) and certain parties who entered into loan arrangements with GSF. This is discussed further in section 2 below.


▪ Finalised an application in the Federal Court of Australia to request a determination in respect of the intercompany loan due from GSF to GSL. The Court made its final Orders on 1 March 2017.


We have summarised below the estimated statement of position of GSF as at 12 February 2018.


Low Estimate

High Estimate

$ $

Circulating Assets

Cash and cash equivalents (excluding amounts held on trust) 7,376,106 7,376,106

Add: Estimated GSMAL dividend 3,418,264 3,418,264

Sub Total 10,794,370 10,794,370

Less: Estimated future professional fees and costs (i) 513,501 513,501



Unsecured creditors - non related parties (ii) 20,307,628 20,307,628

Estimated return to unsecured creditors (c/$) (iii) 2.986 3.312

Notes:


(i) The estimate of future asset realisation costs is subject to change to meet the actual costs of dealing with matters during the course of the liquidation.

(ii) The actual volume of creditor claims of GSF is subject to receipt and formal adjudication of claims received.

(iii) The estimated returns and timing may be affected if the quantum of creditor claims in the estate increases or if further provisions for costs become necessary (e.g. to address adjudicated claims that are disputed or appealed) that are not known at this time.


71


I have summarised in the table below GSF’s receipts and payments for the period 1 January 2017 to 31 December 2017 as follows:


$

Opening Bank Balance 7,290,576.27

Receipts

Scheme Distributions 12,972.15

GST Refund 8,067.00

Interest Income 41,746.89


Payments


Document Storage (1,151.44)

Fees: Appointee Fees (35,463.45)

Legal Fees (26,710.20)


Closing cash at bank 7,226,844.16





As the Liquidation of GSF has continued for more than one year, pursuant to Section 508 of the Act as preserved by Section 1603 of the Act, we are required to report to creditors on the conduct of the liquidation and if required, convene an annual general meeting of GSHVT’s creditors.

Due to the expense of convening a meeting of GSF’s creditors, the Liquidators will not hold an Annual Meeting and will lodge this report with ASIC pursuant to Section 508(4) as preserved by Section 1603 of the Act.

72


The key outstanding matters in the liquidation relate to:

▪ Distribution of the first and final dividend to unsecured creditors.

Once the above matter has been finalised, the Liquidators will be able to finalise the liquidation which will involve the following tasks:

▪ Convene a final meeting of creditors.

▪ Attend to final statutory requirements of the liquidation.

We expect to be in a position to be able to convene the final meeting of the GSF’s creditors by September 2018.

73

Annexure R


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Great Southern Limited (In Liquidation)

ACN 052 046 536

And certain subsidiaries as set out in The Schedule

(Collectively referred to as the Group)


This document requires the practitioner(s) appointed to an insolvent entity to make declarations as to:

A. their independence generally;

B. relationships, including

(i) the circumstances of the appointment;

(ii) any relationships with the Company and others within the previous

24 months;

(iii) any prior professional services for the Company within the previous

24 months;

(iv) that there are no other relationships to declare; and

C. any indemnities given or upfront payments made to the practitioner(s).

This declaration is made in respect of the partners and Ferrier Hodgson.

Declaration of independence

We, Martin Jones, James Stewart, and our firm, Ferrier Hodgson, have undertaken a proper assessment of the risks to my independence prior to accepting the appointment as Liquidators of the Company in accordance with the law, the Code of Professional Practice (the Code) of the Australian Restructuring, Insolvency and Turnaround Association (ARITA) and applicable professional standards. This assessment identified no real or potential risks to my independence. I am not aware of any reasons that would prevent me from accepting this appointment.

Declaration of relationships

(i) Circumstances of appointment

We had limited contact with the Group during the week prior to our appointment as joint and several Administrators for the purpose of the discussing the Group’s financial position, the consequences of insolvency, restructuring options and the voluntary administration process.

We received no remuneration in relation to this advice. This advice does not affect our independence as it was limited to assessing the Group’s financial position, the consequences of insolvency and restructuring options. Advice was given to the Group companies only. We did not advise the directors personally or others. The Courts and the ARITA’s Code of Professional Practice specifically recognise the need for


practitioners to provide advice on the insolvency process and the options available and do not consider that such advice results in a conflict or an impediment to accepting the appointment. The nature of the advice is such that it would not be subject to review and challenge during the administration. The pre-appointment advice will not influence our ability to fully comply with the statutory and fiduciary obligations associated with the administration in an objective and impartial manner.

(ii) Relevant Relationships (excluding professional services to the Insolvent)

Neither us, nor our firm, have, or have had within the preceding 24 months of our appointment as administrators’, any relationships with the Group, an associate of the Group, a former insolvency practitioner appointed to the Group or any other person or entity that has a charge on the whole or substantially whole of the Group’s property.

From time to time we provide professional advice, either formally or informally to the Club Banks and/or members of the Club Banks, the secured creditors of the Group however we have had no involvement with the Club Banks and/or members of the Club Banks in direct relation to the Group.

(iii) Prior Professional Services to the Insolvent

Neither us, nor our firm, have provided any professional services to the Company in the previous 24 months.

(iv) No other relevant relationships to disclose

There are no other known relevant relationships, including personal, business and professional relationships, within the previous 24 months with the Group, an associate of the Group, a former insolvency practitioner appointed to the Group or any person or entity that has a charge on the whole or substantially the whole of the Group’s property that should be disclosed.

(v) Indemnities and Upfront Payments

Since our appointment we have been provided with the following indemnities in relation to the Group:

Indemnity Provider

Indemnity

Provided

To

Description of Indemnity Amount

($)

Receivers and Managers and

secured creditors of GSMAL

GSMAL Part payment of the former

administrators’ (now Liquidators’)

fees incurred in the administration

of GSMAL and which were

previously approved by creditors of

GSMAL.

590,000

(plus GST)

Chubb Insurance Company of

Australia Limited & Liberty

International Underwriters

GSMAL Costs to cover conduct of legal

professional privilege review of

records produce to Australian

Legal Costs

only


Indemnity Provider

Indemnity

Provided

To

Description of Indemnity Amount

($)

(the Insurers) Securities & Investments

Commission

Clarendon Lawyers GSMAL Work conducted in respect of the

Great Southern Plantations 2007

and Great Southern Renewable

Fibre Project 2008 managed

investment schemes voting rights

for the replacement of the

responsible entity

10,000

Receivers’ of Great Southern

Property Managers Limited

GSPM For the joint sale of the Liquidator

Controlled Assets with the sale of

the Receivers’ Core Forestry

Assets

98,777

Hillcrest Litigation Services GSL

& GSMAL

For further investigation and

advancement of possible recovery

claims.

401,000

Hillcrest Litigation Services GSF For further investigation and


claims

30,000

Chubb Insurance Company of Australia Limited

Liberty International Underwriters

Allianz Australia Insurance Limited

QBE Insurance (Australia) Limited

AIG Australia Limited

DUAL Australia Pty Ltd acting for Lumley General Insurance Limited

Dexta Corporation Pty Ltd acting for Axis Specialty Europe Limited

GSMAL The Liquidators’ reasonable fees

and costs specifically in relation to

GSMAL’s defence of certain

proceedings commenced against

GSMAL in the Supreme Courts of

Western Australia and Victoria.

These amounts are not fixed and

continue to accrue if and until the

Insurers determine that cover is

not available to GSMAL.

Unspecified

Legal

Costs and

Liquidators’

Fees

RiverRock Capital Limited GSL,

GSMAL &

GSF

For further investigation and


claims.

Unspecified

Legal

Costs and Liquidators’

Fees

119


Martin Jones


James Stewart


NOTE: If circumstances change, or new information is identified, we are required under Section 506A(5) of the Corporations Act 2001 and the ARITA Code of Professional Practice to update this declaration and provide a copy to creditors with our next communication as well as table a copy of any replacement declaration at the next meeting of the Company’s creditors.

Any relationships, indemnities or up-front payments disclosed in the declaration must not be such that the practitioner is no longer independent. The purpose of components B and C of the declaration is to disclose relationships that, while they do not result in the practitioner having a conflict of interest or duty, ensure that creditors are aware of those relationships and understand why the practitioner nevertheless remains independent.

Dated: 12 February 2018

liquidators' report to creditors pursuant … · 3 consolidated annual report in a similar...

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