rewards group limited and various subsidiaries (administrators appointed)
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Rewards Group Limited and Various Subsidiaries (Administrators Appointed). First Meeting of Creditors 26 May 2010. Chairman’s Introduction. Chairman’s introduction. Administrators – Martin Jones, Andrew Saker and Darren Weaver Appointed on 16 May 2010 over 8 companies - PowerPoint PPT PresentationTRANSCRIPT
Rewards Group Limited and Various Subsidiaries (Administrators Appointed)
First Meeting of Creditors
26 May 2010
2
Chairman’s Introduction
3
Chairman’s introduction
Administrators – Martin Jones, Andrew Saker and Darren Weaver
Appointed on 16 May 2010 over 8 companies
Receivers and Managers appointed on 20 May 2010 to Rewards Group Limited and Rewards Land Pty Ltd – McGrath Nicol
Separate meetings held together
Martin Jones to act as Chairman
4
Housekeeping
Please turn off all mobile phones during the meeting
Media will be asked to leave
Webcast
Chairman will invite questions at appropriate time
All questions to be directed to Chairman
When asking a question, please clearly state your name and the name of the company you represent
5
Introduction of meetings
First meetings of creditors
Notice of meetings
Purpose of meetings
Separate meetings held together
Admission of proxies
Amount admitted – voting purposes only
Quorum
Voting and resolutions
6
Independence, relationships and indemnities
Declaration attached to Notice of Meeting
No prior relationship with Company or related parties
No conflict of interest
Other relationships
Banks & financial institutions
7
Voluntary Administration Process
8
Objectives of an Administration
The objective of an Administration of a Company’s affairs is to:
Maximize the chances of the Company, or as much as possible, continuing in existence.
If not possible, result in a better return for Company’s creditors and members that would otherwise result in the immediate winding up of the Company.
9
Voluntary Administration Process
Administrationshould end Liquidation
Deed ofCompany
Arrangement
Administrators
First meetingof creditors
Second meetingof creditors
(25 business days fromthe date of appointment – on
or before 21 June 2010)
What cancreditorsdecide?
What happens at the second meeting of creditors?
Report tocreditors
(to be issued 5 business days prior to meeting)
10
Group Overview
11
Group Structure
Rewards Group Limited(Parent Company)
Ord Packers Pty Ltd
Berry Packers Pty Ltd
Greentree Capital Pty Ltd
Rural Labour Pty Ltd
Rewards Projects Limited
Rewards Land Pty Ltd
Rewards Management
Pty Ltd
100% owned
50% owned
100% owned 100% owned
100% owned
100% owned100% owned
Key: Fixed and Floating Chargeholder(s)
NAB only
NAB and CBA
No Fixed and Floating Charges
NAB (1st ranking) and Linetime Holdings Pty Ltd (2nd ranking)
12
Operational mapQueensland
TeakTropical Fruits
Stone FruitStrawberries
Victoria
StrawberriesBlueberriesTasmania
South Australia
Western Australia
Head OfficeTropical Fruits
ViticultureStone Fruit
SandalwoodBrushwood
Northern Territory
Victoria
13
Relationship Between Companies and MIS ■Assets of the MIS are separate from the rights and obligations
of the companies
Rewards Group Ltd& Rewards Projects Ltd
•Company specific assets and liabilities
•Liabilities include secured NAB debt of $24m and other securitised loans of $49m (CBA and Investec)
•Rewards Projects Ltd acts as responsible entity on behalf of investors
MIS
•45 MIS projects
•Projects held by Rewards Projects Ltd for
approximately 9,000 MIS investors
•Each MIS project is separate and distinct
•Projects must be independently viable and
accountableInvestorsPossible
contingent claims currently not determinable
14
Operation of MIS Projects
Investors are different to ordinary creditors of the company.
Investors are not creditors unless there is a claim for breach of duty by the Responsible Entity.
Each Investor has an interest in a MIS, assets of which are quarantined from the company’s assets and generally can only be made available to investors.
Two issues for investors are:
Is the MIS project viable?
Will the RE continue to honour its obligations?
15
Operation of MIS ProjectsRewards Land Pty Ltd
(Land Owner)
Rewards Projects Ltd (Responsible Entity)
Rewards Management Pty Ltd
(Service Provider)
Managed Investment Scheme
MIS Investor
Pays rent to Land Owner
Pays Responsible Entity fees and costs
Pays MIS Investor proceeds from sale of product net of costs
Owns trees/ fruitLeases land
Provides services to the Responsible Entity to manage the Scheme
Manages Scheme
The ARK Fund Limited(Land Owner)
16
Assessment of MIS Projects: Viability
MIS Viability Analysis
NOT VIABLEVIABLE
Is RE able to meet obligations? Other funding options
YES NO NO YES
Will RE continue to meet
obligations? Replace RE
Wind-up project
NOYES
Continue Scheme
17
Order of Priority for Repayment
Secured Creditors to be paid from fixed charge
assets
Receiver’s remuneration
Employees
Secured Creditors to be paid from floating charge
assets
Ordinary Unsecured Creditors
Ordinary Shareholders
Costs for maintaining the MIS
Management Fees to be paid to the
Responsible Entity
Investors
Rewards Group & Subsidiaries MIS Schemes
Administrator’s remuneration
18
Administrators’ Approach
19
Ferrier Hodgson Approach
We have established dedicated teams to address each key area:
Operations Administration Investigation
•MIS viability analysis and compliance
•Reporting, communication and meetings
•Legal review
•Interaction with receivers and managers
•Monitoring of outcomes from receivership
•Creditor & shareholder liaison
•Report to creditors, investors, ASIC
•Review of historical events
•Source and application of funds
•Solvency and other recoveries
•Entity by entity analysis
•Control of assets and operations
•Cashflow forecasts
•Asset and liability identification
•Valuations
•Sale and Deed of Company Arrangement opportunities
20
Investigation and Reporting
Duty to investigate the companies’ affairs and report to creditors their preliminary findings in the s. 439A report.
A focused team on investigation matters.
Our review will consider a range of matters, including:
Formation and operation of the MIS projects under Rewards Projects Limited
Promotion and accounting for the MIS projects and funds raised
Capital and debt raisings
Solvency of the companies
Potential recoveries available to creditors
21
All questions to be directed to Chairman
When asking a question, please clearly state your name and the name of the company you represent
Questions from Creditors
22
Formal Items of Business
23
Committee of Creditors
Specific to companies
Consult with and receive reports from the Administrators
Assist the Administrators as a “sounding board” for proposals
Approve the Administrators’ remuneration
24
Appointment of Administrators
Creditors to resolve pursuant to Section 436E(4) of the Corporations Act 2001 whether or not:
To remove the Administrators from office
To appoint an alternate administrator of the Companies
No nominations for an alternate administrator have been received.
25
Closure of meetings
Other business
Final questions
Next steps
Report to creditors
Second creditors’ meeting
Thank you for attendance