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VA138 - Minutes of Second Creditors Meeting

MINUTES OF THE RECONVENED SECOND MEETING OF CREDITORS OF S&N CIVIL

CONSTRUCTIONS PTY LTD (ADMINISTRATORS APPOINTED), ACN 009 628 326, HELD AT THE

MERCURE HOTEL, 10 IRWIN STREET PERTH WA 6000 ON 26 JUNE 2012 AT 11:00AM.

PRESENT: As per attendance register (Annexures A and B).

CHAIRMAN: Martin Jones, one of the Administrators of the company, opened the

meeting and advised that he would act as Chairman of the meeting in

accordance with Regulation 5.6.17(1) of the Corporations Regulations.

The Chairman noted that commercially sensitive matters may be

discussed, and that he did not propose to have any members of the

media or press in attendance, and asked that any such members leave

the meeting.

PURPOSE OF MEETING: The Chairman advised that this was the reconvened second meeting of

creditors held since his appointment as Administrator and the purpose of

the meeting was to decide the future of the Company. He briefly covered

the background to his appointment and gave a recap of the events at the

second creditors meeting held on 13 June 2012 and why that meeting

was adjourned. He advised of the outcome of the Eligible Employees

meeting held earlier that morning when employees resolved to accept the

change to their priority status and for the Deed of Company Arrangement

(DOCA) to proceed as proposed. The Chairman then outlined the options

available to creditors at the meeting being either to enter a DOCA or wind

the Company up.

NOTICE OF MEETING: The Chairman advised that the notice calling the meeting was published

in the Australian newspaper on Monday 18 June 2012 and that the

notice had been posted to all known creditors on 15 June 2012.

It was moved by Dermott McVeigh as proxy for Stephen John Batchelor

(employee):

“THAT the notice calling the meeting be taken as read.”

The motion was declared carried on the voices and hands.

ADMISSION OF PROXIES: The Chairman tabled the attendance register (Annexure A) for the

meeting and noted that it would be available for inspection after the

meeting if any creditor so desired. The Chairman noted that he was

required to consider and either admit or reject the proxies submitted for

the purpose of voting for the meeting. In that regard, he noted that:

A proxy had been received in respect of a claim lodged by

Kestrel Coal Pty Ltd in the amount of $21,989.892.80. Due to issues regarding the proper quantification of that claim and the precise identity of the entity suffering the loss that was being claimed, the Chairman advised that he would mark that proof as “objected to” and admit it for voting purposes for the nominal sum of $1 so as not to disenfranchise that creditor.

A proxy had been received in respect of a claim lodged by Argyle Diamonds Ltd in the amount of $2,848,422.00. Again, due to issues regarding the proper quantification of that claim and the value of a claim by the Company against Argyle exceeding that amount, the Chairman advised that he would mark that proof as “objected to” and admit it for voting purposes for the nominal sum of $1 so as not to disenfranchise that creditor.

An invalid proxy had been received in respect of a claim lodged by Antonio Marchegiango in the amount of $10,209.00 which failed to appoint a natural person.

An invalid proxy had been received in respect of a claim lodged by Joshua Fyfield in the amount of $19,340.00 which failed to appoint an individual.

The Chairman noted that there were certain other proxies which would

be deemed invalid due to various minor issues in their completion.

Otherwise the Chairman noted that all other proxies were admitted for

the purpose of voting at the meeting.

The Chairman noted that he had received a listing of observers

(Annexure B) for the meeting and he had no objections to them

remaining in attendance.

The Chairman also advised that a number of parties were attending by

teleconference, and recorded these parties to the meeting as:

Michael Blain as proxy for MPA Surveying Pty Ltd.

Grant Morris as proxy for Coates Hire Limited.

Tanya Jones as proxy for Woods Greater Hire Pty Ltd.

Peter Brotherson as proxy for De Lage Landen Pty Ltd.

Valerie Chan as proxy for the Australian Taxation Office.

Ben Barrett as proxy for Orange Courier Services Pty Ltd.

Scott Reid from Minter Ellison as proxy for Kestrel Coal Pty Ltd

John Granger as proxy for John Granger Pty Ltd.

Roman Lakomy as proxy for Flexi Hire Pty Ltd.

QUORUM: The Chairman then determined, in accordance with Regulation 5.6.16(2)

of the Corporations Regulations that a quorum was present and that the

meeting was being held at a date, time and place convenient to the

majority of persons entitled to receive notice of the meeting pursuant to

Regulation 5.6.14.

DECLARATION OF The Chairman tabled his Declaration of Independence, Relevant

INDEPENDENCE, RELEVANT Relationships and Indemnity (DIRRI), and advised the meeting that no

RELATIONSHIPS AND changes had occurred since the Declaration was tabled at the first

INDEMNITY: meeting of creditors.

MOTIONS, RESOLUTIONS The Chairman advised that all motions are to be resolved on the voices,

AND CASTING VOTE: unless a poll was demanded (Regulation 5.6.19) and that in the case of a

poll, a resolution would be carried if:

A majority of the creditors voting (whether in person, by attorney

or by proxy) vote in favour; and

The value of the debts owed by the corporation to those voting in

favour was more than half the total debts owed to all creditors

voting.

Further the Chairman advised that, as the Chairman, he may exercise a

"casting vote" if no result was reached for or against (Regulation 5.6.21).

The Chairman's decision to exercise this vote is subject to review by the

Court upon application by a creditor (Section 600B and Section 600C)

and in the event that a casting vote arises in respect to any resolution put

at the meeting, the Chairman would record the reasons for the use of his

casting vote in the minutes (Regulation 5.6.21(4A)).

RETURN TO CREDITORS: The Chairman tabled the potential returns and effects to all creditor

classes through both a liquidation and the proposed DOCA. He also

discussed the impact of the proposed Creditors Trust on creditors.

ADMINISTRATORS The Chairman then noted his obligation to provide a recommendation to

RECOMMENDATION: creditors under the Act and that his recommendation to creditors as set

out in his Report was for the Company to enter into the proposed DOCA.

The Chairman discussed the reasoning supporting his recommendation.

The Chairman noted that even with the proposed adjournment he was

still aiming to meet the original timelines set out in the DOCA proposal,

but that this would be subject to completion of documentation and

satisfaction of various conditions precedent.

QUESTIONS: Q. MICHAEL BLAIN – MPA SURVEYING PTY LTD

Referred to slide 8 of the powerpoint presentation titled DOCA

Proposal and questioned the $5.5 million contribution from the

director, its relation to the Wedge Street Investment and why he

received $2 million back.

A. CHAIRMAN

The Chairman advised that the $2 million receivable is owed by the

related entity, Wedge Street Investment Pty Ltd (Wedge Street). The

amount to be contributed is secured against the property owned by

Wedge Street.

Q. MICHAEL BLAIN – MPA SURVEYING PTY LTD

Mr Blain stated that he was troubled by any agreement or

background deals between the current director, Stephen Batchelor

and Central Systems Pty Ltd (Central Systems) and asked if the

Chairman could elaborate on any agreement or arrangement he

was aware of.

A. CHAIRMAN

The Chairman advised that he was not privy to any agreements

between Central Systems and director. He also stated that Stephen

Batchelor would be removed as the director of S&N Civil as a

condition of the DOCA and his shareholding transferred to Central

Systems. However, he would almost certainly remain in some sort of

employee or management capacity.

Q. MICHAEL BLAIN – MPA SURVEYING PTY LTD

Questioned whether Stephen Batchelor would be barred from acting

as a director should the Company be wound up. Mr Blain commented

on the possibility that the Company could find itself in the same

position later down the track after already entering Voluntary

Administration twice.

A. CHAIRMAN

The Chairman advised that the DOCA proposal made by Central

Systems should be considered an acquisition of S&N Civil where

control was passing to Central Systems, so it is effectively a sale of

the business facilitated through the DOCA.

There were no more questions.

FUTURE OF THE COMPANY: The Chairman then reiterated that the purpose of the meeting is for

creditors to consider and resolve whether pursuant to Section 439C of

the Act whether:

(a) The Company execute a DOCA.

(b) The Company be wound up.

(c) The Administration of the Company should end.

The Chairman confirmed his recommendation that the creditors vote to

approve the deed of company arrangement proposal that has been

jointly proposed by Central Systems Pty Ltd and the director Stephen

Batchelor, as set out in the Administrators report.

The Chairman noted that he had received a letter from King & Wood

Mallesons (KWM) on behalf of Groote Eylandt Mining Company Pty Ltd

(GEMCO), a former client of the Company which had terminated the

Company’s contract since the Company entered Voluntary

Administration and had claimed in their letter to now be a creditor of the

Company. The Chairman noted that no Proof of Debt or proxy had been

received from GEMCO however.

The Chairman then read a section of the letter aloud to the meeting

wherein GEMCO denied any liability to the Company and requested that

its letter be tabled at the meeting as to not mislead creditors.

The following resolution was moved by Dermott McVeigh as proxy for

Stephen John Batchelor (employee):

“THAT the Company execute a Deed of Company Arrangement in

terms that are materially the same as set out in the Administrators

report dated 5 June 2012.”

A poll vote was requested by the following parties:

Scott Reid from Minter Ellison as proxy for Kestrel Coal Pty Ltd;

Michael Blain as proxy for MPA Surveying Pty Ltd; and

Valerie Chan as proxy for the Australian Taxation Office.

The results announced at the meeting were as follows:

Number Value ($)

For 151 40,318,337.36

Against 8 31,673,190.45

Abstain 2 1,506,525.46

% For 95% 56%

% Against 5% 44%

The motion was declared carried.

Following the conclusion of the meeting verification of the voting results

identified a calculation error. The correct results of the poll were as

follows:

Number Value ($)

For 152 41,715,016.62

Against 9 17,151,423.75

Abstain 2 1,506,525.46

% For 94 71%

% Against 6% 29%

The error did not affect the outcome of the vote.

Q. GRANT MORRIS – COATES HIRE

Mr Morris questioned who he should contact to pick up

equipment.

A. CHAIRMAN

The Chairman advised the best person to contact would be Kieran

Chu of his office and that he could be contacted on (08) 9214

1444.

Q. VALARIE CHAN – AUSTRALIAN TAXATION OFFICE

Ms Chan stated that she had to leave the call and requested a

copy of the minutes.

A. CHAIRMAN

The Chairman advised that a copy of the minutes would be sent

to her once finalised.

Q. GRANT MORRIS – COATES HIRE

Mr Morris asked if there was any further business.

A. CHAIRMAN

The Chairman advised that there would be further resolutions for

the Administrators remuneration and the option to join the

Committee of Inspection.

COMMITTEE OF CREDITORS: The Chairman tabled the current Committee of Creditors (the Committee)

members as follows:

Represented Company/Employee Representative Name

Assetinsure Pty ltd Robert Kelly

Australian and New Zealand Banking

Group Limited Simon Theobald or John Ryan

Drilled Foundations Contracting Pty Ltd Jeff Bentley

Freo Group Limited Rosa Cummins

OneSteel Limited Denise Riley

Stephen Batchelor Dermott McVeigh

He also noted that Robert Kelly has recently been admitted as a

replacement for Stephen Polczynski from Polczynski Lawyers and at the

last creditors meeting a resolution was passed to appoint Dermott

McVeigh as a member of the Committee.

The Chairman then opened up for any resolutions in relation to the

Committee. With no resolutions proposed the Chairman proposed a

resolution that the current Committee members remain the members of

the Committee of Inspection.

The resolution was moved by Elizabeth Foley (employee):

“THAT the Committee of Inspection members as detailed at the

meeting remain members throughout the DOCA”

The motion was declared carried in the hands and voices.

ADMINISTRATORS The Chairman noted the Administrators’ remuneration for the period 11

REMUNERATION: April 2012 to 25 May 2012 had been approved by the Committee at a

meeting held on the 1 June 2012, however as at the date of the meeting

the remuneration had not been drawn.

The Chairman tabled the Administrators’ remuneration for the period 26

May 2012 to 13 June 2012.

The resolution was moved by Dermott McVeigh as proxy for Stephen

John Batchelor (employee):

“THAT the Administrators’ remuneration for the period from 26 May

2012 to the 13 June 2012 as set out in the Administrators’ Report

dated 5 June 2012 be fixed and paid to a maximum amount of

$250,000, plus any applicable GST.”

The motion was declared carried on the hands and voices.

The Chairman tabled his estimated remuneration for the period 14 June

2012 to the date of the execution of the DOCA.



“THAT the remuneration of the Administrators for the period 14

June 2012 to the date of the execution of the DOCA be approved

up to the sum of $100,000 plus any applicable GST as set out in the

Administrators’ remuneration report dated 5 June 2012, and the

Administrators be authorised to draw such remuneration in

arrears.”


The Chairman tabled his estimated future remuneration as Deed

Administrator and Trustee.



“THAT the remuneration of the Deed Administrators and Trustees

as set out in the Administrators’ remuneration report dated 5 June

2012 be approved up to the sum of $500,000 plus any applicable

GST, but subject to upward revision by resolution of creditors, and

that the Deed Administrators/Trustees be authorised to draw such

remuneration in arrears.”


CLOSURE: There being no further business, the Chairman thanked those present

for attending.

The Chairman closed the meeting at 12.37pm.

Signed as a correct record.

DATED this 5th day of July 2012

Martin Jones

Chairman

ANNEXURE A - Attendance Registrar

Creditor Proxy Amount

Claimed ($)

Amount

admitted for ($)

Ahmet, Danyol Liz Foley 2,119.28 2,119.28

AL Logistics Liz Foley 1,303,279.08 1,303,279.08

Ali, Sameer Liz Foley 6,790.34 6,790.34

Allstates Truck & Commercial Rental Pty Limited Kristian Lennon 365,850.26 365,850.26

Andrew, Garry Liz Foley 16,251.41 16,251.41

Argyle Diamonds Limited Charles Phillip Blaxill 2,848,422.00 1.00

Armstrong, Robert Liz Foley 22,162.88 22,162.88

Arslan, Orhan Liz Foley 19,888.01 19,888.01

Arthur, Jonathan Liz Foley 1,341.69 1,341.69

Assentinesure Pty Ltd Robert Kelly 6,232,336.31 6,232,336.31

Austra BT Pty Ltd The Chairman 31,481.60 31,481.60

Australia and New Zealand Banking Group Limited Simon Theobold 29,292,127.82 29,292,127.82

Australian Taxation Office Valarie Chan 14,835,208.20 14,835,208.20

Barret, Gareth Liz Foley 887.49 887.49

Barry Bros Specialised Services Pty Ltd The Chairperson 25,214.99 25,214.99

Batchelor, Stephen Dermott McVeigh 94,667.01 94,667.01

Beldan, Teagan Liz Foley 2,846.73 2,846.73

Beligan, John Liz Foley 8,749.89 8,749.89

Betts, Jason Liz Foley 6,943.59 6,943.59

Boltmasters The Chairman 10,731.91 10,731.91

Bowman, Rodney Liz Foley 10,362.47 10,362.47

Bowyer, Kyle Liz Foley 5,218.71 5,218.71

Briebach, Anton Liz Foley 927.66 927.66

Brill, Nigel Liz Foley 4,133.79 4,133.79

Brown, Jason Liz Foley 11,686.01 11,686.01

Brownscombe, Jason Liz Foley 10,126.11 10,126.11

Borrows, Robert Liz Foley 5,370.50 5,370.50

Carlon, John Liz Foley 7,472.03 7,472.03

Coates Hire Operations Pty Ltd Grant Morris 831,907.40 831,907.40

Cook, Jason Liz Foley 14,159.95 14,159.95

Cooper, Damian Liz Foley 1,905.35 1,905.35

Craig, Barry Liz Foley 1,092.85 1,092.85

Cress, Michael Liz Foley 9,473.36 9,473.36

Crown Equipment Hire Pty Ltd T/AS Crown Credit Peter Brotherson /Nick Lazarov 727,127.32 727,127.32

Dadson, Lee Liz Foley 11,561.30 11,561.30

Dataman Geomatics Pty Ltd Nat Marsden 604,778.41 604,778.41

De Lage Landen Peter Brotherson 727,127.32 727,127.32

Dick, Justin Liz Foley 6,657.01 6,657.01

Dixon, Paul Liz Foley 2,562.04 2,562.04

Dougherty, Glenn Liz Foley 8,477.25 8,477.25

Drilled Foundations Contracting Pty Ltd The Chairperson 1,017,704.80 1,017,704.80

Duncan, Wayne Liz Foley 8,452.40 8,452.40

Edbrooke, Emma Liz Foley 2,413.39 2,413.39


Claimed ($)

Amount

admitted for ($)

Edmondstone, Gordon Liz Foley 10,084.41 10,084.41

Egan, Cameron Liz Foley 20,441.99 20,441.99

Eiseman, Peter Liz Foley 16,250.50 16,250.50

Emmert, Timothy Liz Foley 2,094.15 2,094.15

ENG Recruiting Pty Ltd The Chairman 24,459.60 24,459.60

Ecans, Mac Liz Foley 6,923.78 6,923.78

Fast Scaff Pty Ltd The Chairman 10,269.60 10,269.60

Flexihire Pty ltd Roman Lakomy 100,411.23 100,411.23

Ford, Michael Liz Foley 15,505.40 15,505.40

French, Justin Liz Foley 9,464.78 9,464.78

George, Apa Liz Foley 8,974.99 8,974.99

Geofabrics Australasia Pty ltd The Chairman 20,572.00 20,572.00

Global Synthetics Qld Pty Ltd Sean Hayes/Jason Crase 89,643.40 89,643.40

Goder, Aaron Liz Foley 6,297.48 6,297.48

Golding, Ashley Liz Foley 2,995.55 2,995.55

Hamilton, Eddie Liz Foley 8,086.57 8,086.57

Harrison, Shane Liz Foley 20,623.04 20,623.04

Heit, David Liz Foley 5,149.79 5,149.79

Heynes, Gregory Liz Foley 916.98 916.98

Hodge, Brett Liz Foley 6,288.98 6,288.98

Holcim (Australia) Pty Ltd James Lewin 213,030.27 213,030.27

Holdsworth, Graham Liz Foley 9,194.74 9,194.74

Holme, Phillip Liz Foley 10,538.90 10,538.90

Hopping, Rowan Liz Foley 21,741.30 21,741.30

Humm, David Liz Foley 6,922.37 6,922.37

Ipsa, Mark Liz Foley 11,318.25 11,318.25

Ireland, Stephen Liz Foley 9,594.30 9,594.30

Isherwood, Craig Liz Foley 11,279.20 11,279.20

J Blackwood & Son The Chairperson 61,479.22 61,479.22

James, Joshua Liz Foley 31,121.26 31,121.26

Jamil, Ali Liz Foley 1,390.48 1,390.48

Jeffery, Joel Liz Foley 6,551.36 6,551.36

Jetcrete Oz Pty Ltd The Chairman 22,967.34 22,967.34

Jim Cleaning Orange The Chairman 6,605.00 6,605.00

Kestrel Coal Pty Ltd Scott Anthony 21,989,892.80 1.00

Kilgour, Bradley Liz Foley 11,443.62 11,443.62

Kinetic Health The Chairman 7,872.80 7,872.80

Kirk, Calvin Liz Foley 3,986.55 3,986.55

Lambert & Rehbein (SEQ) Pty Ltd The Chairman 1,501.50 1,501.50

Langley, James Liz Foley 4,645.64 4,645.64

Larsen, Gregory Liz Foley 4,703.89 4,703.89

Lawrence, Joa Liz Foley 9,601.94 9,601.94

Ledwig, Chris Liz Foley 11,534.20 11,534.20

Levander, Shane Liz Foley 5,360.13 5,360.13

Lewin, Rodrick Liz Foley 14,155.37 14,155.37


Claimed ($)

Amount

admitted for ($)

Lilley, Danielle Liz Foley 662.68 662.68

Long, Sean Liz Foley 7,242.46 7,242.46

Management Answers The Chairman 2,645.02 2,645.02

Maree, Damian Liz Foley 7,688.54 7,688.54

Marenkovic, Dianna Liz Foley 1,790.82 1,790.82

Martyn, Cassie Liz Foley 525.42 525.42

Matena, Jan Liz Foley 7,973.73 7,973.73

McGrath, Adrian Liz Foley 7,114.54 7,114.54

McKenzie, Keith Liz Foley 4,617.85 4,617.85

McPherson, Harold Liz Foley 4,940.94 4,940.94

McQuarrie, Dani Liz Foley 23,423.98 23,423.98

MM Electrical Merchandiing The Chairman 12,390.23 12,390.23

Molloy, Ben Liz Foley 18,022.41 18,022.41

Moon. Gary Liz Foley 6,732.33 6,732.33

Morrissey, Ivan Liz Foley 9,987.16 9,987.16

Mosqueda, Tony Liz Foley 11,825.16 11,825.16

MPA Surveying Pty Ltd Michael Blain 788,627.85 788,627.85

Muller, Norm Liz Foley 4,467.59 4,467.59

Nemeth, Geoffrey Liz Foley 19,433.41 19,433.41

Newton, Gerald William Liz Foley 2,545.19 2,545.19

Nicholas, Gregory Liz Foley 17,052.76 17,052.76

Nugent, Paul Liz Foley 15,051.54 15,051.54

Ockford, Adrian Liz Foley 10,810.60 10,810.60

Office National Kununurra The Chairperson 1,128.26 1,128.26

Offner, Andrew Liz Foley 1,818.38 1,818.38

Onesteel Reinforcing Limited Denise Riley 828,932.96 828,932.96

Orange Courier Service Pty Ltd Ben Barrett 45,680.40 45,680.40

Page One Advertising Paul McGuinness 20,295.00 20,295.00

Parchem Construction Supplies Pty Ltd The Chairperson 16,593.01 16,593.01

Parker, Patrick Liz Foley 8,749.21 8,749.21

Pennifold, Damian Liz Foley 8,725.19 8,725.19

Powell, Mark Liz Foley 4,633.16 4,633.16

Power, Jacqueline Liz Foley 1,698.17 1,698.17

Protector A/Safe Pty Ltd The Chairperson 3,424.26 3,424.26

Pullar, Kirk Liz Foley 694.82 694.82

R&J Cameron Water Trucks The Chairperson 139,611.70 139,611.70

Rangihuna, Travers Liz Foley 15,646.90 15,646.90

Reed, Gary Liz Foley 2,096.80 2,096.80

Regan, Dale Liz Foley 10,235.79 10,235.79

Rigby, Kevin Liz Foley 2,236.59 2,236.59

Riley, Thomas Liz Foley 19,539.06 19,539.06

Rintala, Mikko Liz Foley 7,491.44 7,491.44

Rintala, Shane Liz Foley 4,328.60 4,328.60

Rivetti, Ben Liz Foley 8,978.37 8,978.37

Roberts, Gerard Liz Foley 5,836.53 5,836.53


Claimed ($)

Amount

admitted for ($)

Robin Johnson Engineering Pty Ltd The Chairman 8,514.00 8,514.00

Rocla Pty Ltd Mike Trew 102,857.80 102,857.80

Rogers, Daniel Daniel Rogers 15,131.32 15,131.32

Rose, Sheridan Liz Foley 1,924.46 1,924.46

Rowling, Kyle Liz Foley 9,069.82 9,069.82

Russell, Brian Liz Foley 8,811.69 8,811.69

Safeman WA Pty Ltd The Chairman 12,893.84 12,893.84

Salomon, Robert Liz Foley 17,663.79 17,663.79

Sawyers, Alan Liz Foley 13,127.33 13,127.33

Schiro, Richard Liz Foley 4,768.53 4,768.53

Sheehan, Troy Liz Foley 3,317.58 3,317.58

Shepherd, Brenda Liz Foley 8,686.30 8,686.30

Sherrin Rentals Pty Ltd The Chairman 867,319.73 867,319.73

Sirs, Steve Liz Foley 1,825.89 1,825.89

Smith, Adam Liz Foley 8,895.66 8,895.66

Smith, Benjamin Liz Foley 7,884.40 7,884.40

Smith, Bruce Liz Foley 9,813.12 9,813.12

Socratous, Nick Liz Foley 16,701.45 16,701.45

Stewart, Michael Liz Foley 7,070.18 7,070.18

Symes, Darrell Liz Foley 11,891.00 11,891.00

Taewa, Jury Liz Foley 24,348.51 24,348.51

Taewa, Kirby Liz Foley 5,449.15 5,449.15

Tauranga, Adam Liz Foley 9,910.44 9,910.44

The Marque Hotel Perth Paul Yap 12,910.25 12,910.25

The Trustee for Robex civil Income Trust The Chairman 237,589.00 237,589.00

Titan Plant Hire Jason Madalena 194,481.04 194,481.04

Tognetti Consulting Pty Ltd Andrew Stewart 22,481.25 22,481.25

Tom Price & Sons The Chairperson 1200.76 1200.76

Tucker, Daniel Liz Foley 4,605.12 4,605.12

Urirau, Tutai Liz Foley 4,727.64 4,727.64

Van Der Steen, Frank Liz Foley 5,507.63 5,507.63

Verdasco, Jose Liz Foley 5,838.57 5,838.57

Vince, Paul Liz Foley 9,408.08 9,408.08

Vintek Pty Ltd The Chairman 1,958.20 1,958.20

Walsh, Andrew Liz Foley 4,099.91 4,099.91

Watson, Glen Liz Foley 6,558.86 6,558.86

Watson, Steven Liz Foley 7,299.24 7,299.24

Watt, Troy Liz Foley 13,159.52 13,159.52

Weekes, Chad Liz Foley 14,140.17 14,140.17

Westrac Equipment Pty ltd The Chairman 4,610.83 4,610.83

William, Rodney Liz Foley 10,070.77 10,070.77

Wilson, Dale Dermott McVeigh 9,832.93 9,832.93

Wilson, Steven Liz Foley 9,118.16 9,118.16

Wolno, Peter Liz Foley 2,313.84 2,313.84

Woods Grader Hire Pty Ltd Tanya Jones 353,369.50 353,369.50


Claimed ($)

Amount

admitted for ($)

Workcover Queensland The Chairperson 677,592 677,592

Wyburn, Ian Liz Foley 10,229.43 10,229.43

Zinga, Nathan Liz Foley 36,748.60 36,748.60

Zohn, Leigh Liz Foley 7,500.02 7,500.02

ANNEXURE B – Register of Observers

Company Name Representative Name

Allens Linklaters Brooke Silox

Argyle Diamond Limited Nicholas Van Hottem

Australian and New Zealand Banking Group Limited Jason Wolfr

Australian and New Zealand Banking Group Limited Khemera Chan

Australian and New Zealand Banking Group Limited Simon Theobald

Central Systems Pty Ltd Shelley Merenda

Ferrier Hodgson Martin Jones

Ferrier Hodgson Sean Powell

Ferrier Hodgson Kieran Chu

Ferrier Hodgson Lauren McCann

Ferrier Hodgson Ashleigh Weaver

Ferrier Hodgson Thomas Guthrie

Freehills David John

Jackson McDonald Anna White

Jackson McDonald Chris Pearce

Jackson McDonald Victoria Butler

Newcrest Mining Pty Ltd / Ashurst Lawrence Lee

ZettaGrid Marius Van Der Merwe

ANNEXURE C – Powerpoint Presentation

S&N Civil Constructions Pty Ltd (Administrators Appointed) Second Meeting of Creditors (reconvened) Tuesday, 26 June 2012

Procedural Matters

S&N Civil Constructions Pty Ltd (Administrators Appointed) Second Meeting of Creditors Page 2

Martin Jones and Darren Weaver of Ferrier Hodgson were appointed as joint and several voluntary administrators of S&N Civil Constructions Pty Ltd (“S&N”) on Wednesday, 11 April 2012.

Procedural Matters:

Reconvened Second meeting of creditors.

Purpose of meeting.

Notice of meeting.

Admission of proxies for voting purposes.

Determination of Quorum.

Voting and resolutions.

Events since first creditors meeting


S&N Civil: 11 April 2012 – Administrators appointed.

23 April 2012 – First meeting of creditors.

3 May 2012 - First meeting of Committee of Creditors.

8 May 2012 – Extension of convening period granted by the Court.

1 June 2012 – Second meeting of Committee of Creditors.

5 June 2012 – Report to creditors issued.

13 June 2012 – Second meeting of creditors held and adjourned.

26 June 2012 – Second meeting of creditors is reconvened.

Events since second meeting convened on 13 June 2012


Meeting was adjourned to allow for:

A separate meeting of employees to be convened to deal with the argument as to a potential change to their order of priorities.

Enable resolution on certain mechanical issues for the DOCA (most notably to deal with the ability to set off of claims).

Finalise drafting of the documents so that they would be available prior to the meeting.

A meeting of employees was convened at 9am on the morning of 26 June 2012 where employees resolved to exclude the clause that would otherwise be required to preserve their statutory order of priorities.

Draft documents were finalised and provided to parties who had registered their interest with our office on the evening of 20 June 2012, and made available on our website on 25 June 2012.

Potential return to creditors.


Liquidation ($’000)

DOCA ($’000)

Assets subject to circulating charge Contribution from DOCA Proponents

7,136 -

2,800 3,150

Less: costs of the administration (2,613) (2,313)

Less: priority creditors (6,500) (3,355)

Surplus/(Deficit) of circulating assets (1,977) 282

Contribution from DOCA Proponents Realisation from fixed charge assets

- 4,500

14,850 -

Less: Secured Creditors debt • Overdraft • Bank guarantees

(12,042) (7,421)

(11,788) (3,050)

Funds available to unsecured creditors (14,963) 294

Add: Contingent assets: Contract claims & voidable transactions (High) Contract claims & voidable transactions (Low)

13,500

-

8,600

-

Unsecured creditors (71,666) (68,220)

Dividend (High) Dividend (Low)

Nil Nil

13.0c Nil

Effect of DOCA on classes of Creditors


Creditor class Liquidation DOCA

Secured creditor Security covers all of the Company’s assets. Shortfall expected, to be claimed against director personally.

Overdraft to be repaid in full from DOCA contributions. Asset finance and BG’s to remain in place and discharged over time.

Guarantee creditors

Contracts likely to be terminated and contingent claims for insurance bonds crystallised, but insufficient funds in the company to meet this.

Contingent claim for insurance bonds would not crystallise, and bonds would be released on contract completion over time.

Equipment finance

No equity in leased equipment. Financiers would realise the assets and have an unsecured claim for the shortfall.

Lease contracts would remain on foot and discharged over time.

Employee creditors

Would be reliant on a successful GEERS application, noting that GEERS is subject to certain thresholds and may not meet certain claims of a “bonus” nature.

DOCA has been structured to pay employees in full from the second tranche received in December 2012.

Effect of DOCA on classes of Creditors


Creditor class Liquidation DOCA

Unsecured creditors

Not expected to receive any return in a liquidation. Contract claims would be covered by the Bank’s security in a liquidation.

Return is uncertain, but would be greater than in a liquidation. Unsecured creditors gain the benefit of: 60% proceeds from Groote and

Argyle claims > $1 million (net of costs).

KME claim. TTA claim.

DOCA Proposal


The material terms of the DOCA are: DOCA to be executed by 29 June 2012.

DOCA to complete on such later date as agreed when:

Central Systems to contribute $12.5 million cash to the Company, to be applied against the secured overdraft debt.

100% of shares in S&N Civil to be transferred to Central Systems.

Creditors’ Trust to be created – creditors become beneficiaries of the Trust.

Control reverts to the director / new management. All claims against S&N Civil are extinguished.

Trustee takes security over Wedge St Investments Pty Ltd.

Director to contribute $5.2 million by 31 December 2012 (with further $300K on call if required to meet employee debts). $2m receivable owed by Wedge St is assigned to the Director.

DOCA Proposal (continued)


The material terms of the DOCA are: January 2013 – Distribution made to employees from the Trust.

June 2013 – forecast date to have contract claims resolved.

Proposed Creditors’ Trust The DOCA proposal incorporates the use of a creditors’ trust.

Used to accelerate a company’s exit from administration.

Allows the Deed Proponent to take control of the Company and operate it free from an insolvency regime.

Provides comfort to contract principals that they are no longer contracting with an insolvent entity.

Creditors will become beneficiaries of the trust.

The Trustee will adjudicate on creditors claims and admit them, as a Deed Administrator would.

A creditors’ trust does not operate under the Corporations Act. The Trust deed will import many of the relevant provisions of the Act however.

Recommendation to Creditors


The Administrators report included a recommendation that the proposed DOCA be approved. That recommendation was made with regard to:

Certainty of funding from First Proponent, and delayed (but secured) funding

from Second Proponent.

Financial return to creditors.

Return to priority (employee) creditors.

Position of unsecured creditors is improved under the proposed DOCA.

Risk/uncertainty on disputed contract claims does not change under the DOCA

or liquidation, but the benefit of certain claims is set aside for unsecured

creditors.

Under a liquidation, recoveries from voidable transactions or an insolvent

trading claim are uncertain or unlikely.

Objectives of the voluntary administration regime in preserving the Company

or business where possible, or to provide a better return to creditors than

would be available in a winding up.

Questions and Discussions


All questions to be directed to Chairman.

When asking a question, please clearly state your name and the name of the company or creditor you represent.

Resolutions


Future of the Company:

i. Whether the Company should enter into the deed of company arrangement as proposed.

ii. Whether the Company should be wound up. iii. Whether the administration should end. Whether a Committee of Inspection should be appointed.

Resolutions


Remuneration:

For the period 26 May 2012 to 13 June 2012. If creditors resolve that the Company execute a DOCA: For the period 14 June 2012 to the execution of the DOCA. For the period of the DOCA and creditors’ trust. If creditors resolve that the Company is wound up: For the period 13 June 2012 to the conclusion of the

winding up.

Next Key Steps


If DOCA proposal is accepted: By 29 June 2012 – execution of DOCA and Creditors’ Trust deed.

Completion – such later date as agreed, when.

• First payment to be received and shares to be transferred to Central Systems.

• Creditors become beneficiaries of the Trust.

• Note – achieving this date will be subject to completion of certain documentation and potentially the waiver of certain “conditions precedent”

31 December 2012 – second payment to be made.

January 2012 – distribution to priority creditors (employees) – now priority beneficiaries of the trust.

July 2012 to June 2013 – pursuit of contractual claims.

June 2013 – estimated date for realisation of all assets and distribution of all funds. Trust to be collapsed.

Next Key Steps


If Company is wound up: Negotiate in good faith with Central Systems to

complete the transactions as an asset sale agreement. Else preparations for sale at auction. July – October – asset realisations. December 2013 – completion of investigations and

lodgment of report with ASIC. December 2013 – distribution of funds to creditors in

the order set out by the Corporations Act. December 2013 – finalisation of liquidation.

Close of Meeting


Thank you for your attendance Any further queries may be directed to the Administrators’ office in Perth. Our contact details are below: Ferrier Hodgson Level 26, 108 St Georges Terrace Perth, WA 6000 Telephone: (08) 9214 1496 Facsimile: (08) 9214 1400 Email: [email protected]

mailto:[email protected]

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