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Minutes of meetings of creditors of
Addcar Mining Solutions Pty Ltd (Administrators Appointed) ACN 127 633 694
Addcar Engineers Pty Ltd (Administrators Appointed) ACN 077 167 116
Addcar Holdings Pty Ltd (Administrators Appointed) ACN 110 563 758
Addcar Management Services Pty Ltd (Administrators Appointed) ACN 137 939 416
Addcar Contracting Services Pty Ltd (Administrators Appointed) ACN 603 120 716
Addcar Equipment Hire Pty Ltd (Administrators Appointed) ACN 603 121 615
Addcar Engineers Civil Services Division Pty Ltd (Administrators Appointed) ACN 118 214 172
Pipelion Manufacturing Pty Ltd (Administrators Appointed) ACN 139 846 745
Addcar Highwall Mining Pty Ltd (Administrators Appointed) ACN 139 849 246
Addcar USA Interest Pty Ltd (Administrators Appointed) ACN 633 757 712
(collectively, the Addcar Group, individually “the Company”)
Held virtually via teleconference and webcast only on 22 April 2020 at 3:00 PM
Present As per the attached register of attendees.
Opening of meeting The Chairperson called the meeting to order, and declared the meeting of
creditors of the Addcar Group open at 3:12 PM.
Chairperson Jonathan Henry, the Administrator, took the Chair pursuant to Insolvency
Practice Rules (Corporations) (IPR) 75-50.
Introductions The Chairperson introduced:
Chris Johnson, a Director at McGrathNicol assisting the Administrators; and
Louise Mann, a Senior Manager at McGrathNicol assisting the Administrators
and Minutes Secretary.
Representatives from Baker & McKenzie, the Administrators’ legal advisors.
Concurrent meetings As a consequence of the corporate structure of the Addcar Group and
interrelated business operations, the Chairperson proposed the meetings be held
concurrently and put this proposal to the meeting.
No attendees objected to the Chairperson’s proposal.
The Chairperson advised creditors that later in the meeting there would be a
formal vote on the concurrence of the meetings.
Quorum The Chairperson declared that a quorum was present for each of the companies
pursuant to IPR 75-105.
Attendance The Chairperson confirmed all creditors in attendance at the virtual meeting had
been noted in the Attendance Register which would be made available with the
minutes of the meeting on the Addcar McGrathNicol website.
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The Chairperson asked the creditors present on the teleconference to identify
themselves for the minutes. These attendees have been noted on the Attendance
registers which are attached at Annexure A.
The Chairperson noted that there were observers in attendance and asked the
meeting if there were any objections to the observers remaining.
There were no objections.
Voting The Chairperson advised the meeting:
of the requirements of IPR 75-85, 75-110 and 75-115 as they apply to voting
at the meeting;
under recent ASIC guidance surrounding the spread of COVID19, ASIC
supports the use of information technology to facilitate the holding of
‘virtual’ meetings;
under these temporary guidelines, voting on resolutions are required to be
conducted via a poll with a record maintained of how each creditor has
voted.
(Accordingly, poll results for the above resolutions is provided at Annexure B.)
The Chairperson then provided guidance to creditors regarding the particular
mechanisms available for voting at the meeting.
Time and place of meeting The Chairperson declared that in accordance with IPR 75-30, he was of the
opinion that the meeting has been validly convened at a date, time and place
most convenient for the majority of persons entitled to receive notice of the
meeting.
The Chairperson confirmed that while the technical meeting location was at
McGrathNicol, Level 12, 20 Martin Place, Sydney NSW 2000; given the recent
government guidance regarding the COVID-19 pandemic and social distancing
measures, the meetings would be held via teleconference or webcast.
Proofs of Debt and Proxies The Chairperson tabled the attached list of proxies and proofs of debt and
advised that the documents would be made available for inspection upon
request after the meeting.
No one present requested to inspect the documents.
Declaration of Independence,
Relevant Relationships and
Indemnities (DIRRI)
The Chairperson confirmed that the DIRRI dated 12 March 2020 was distributed
with the notice of the First meeting.
The Chairperson advised that an updated DIRRI was lodged with the Australian
Securities and Investments Commission on 2 April 2020, to reflect a funding
facility entered into on 26 March 2020 with Remagen Lend ADR Pty Ltd as
trustee of the Remagen Lend ADR Unit Trust (Remagen), which comprised two
tranches:
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Australian Voluntary Administration Funding line of $2 million (available to
the Administrators upon execution in accordance with agreed drawdown
procedures); and
Demobilisation and USA operations contingency funding line of $3 million.
The Chairperson noted that the DIRRI was available to view on the McGrathNicol
website.
Purpose of meeting The Chairperson advised the purpose of the meeting was to:
consider the Administrators’ Report to Creditors (Administrators’ Report)
that was circulated with the Notice of the Meeting;
consider and vote on the Addcar Group’s future;
consider and, if creditors considered it appropriate, approve the
remuneration of the administrators detailed in the report; and
consider any other business.
Section 439C of the Corporations Act provides that creditors at the meeting may
resolve:
that Addcar Highwall Mining Pty Ltd (Addcar Highwall Mining), Addcar
Equipment Services Pty Ltd (Addcar Equipment Hire) and Addcar
Contracting Services Pty Ltd (Addcar Contracting Services) (together
Proposed DOCA Companies) execute a deed of company arrangement
(DOCA);
that the administration should end and control of the Addcar Group should
be returned to the company directors; or
that the Addcar Group should be wound up.
The Chairperson noted that there was no DOCA proposed for the remaining
companies (non-DOCA Companies):
Addcar Mining Solutions Pty Ltd;
Addcar Engineers Pty Ltd;
Addcar Holdings Pty Ltd;
Addcar Management Services Pty Ltd;
Addcar Engineers Civil Services Division Pty Ltd;
Pipelion Manufacturing Pty Ltd; and
Addcar USA Interest Pty Ltd.
Voluntary Administrators’
Report to Creditors
The Chairperson tabled the Administrators’ Report and provided a brief
explanation.
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The Chairperson proceeded to provide the meeting with an overview of the
Administration process and details contained within the Administrators’ Report.
The Chairperson provided the meeting with details of:
the corporate structure and entities over which the Administrators had been
appointed;
a timeline of the key events leading to the Administrators’ appointment;
overview of the Administration, including key actions undertaken;
the Addcar Group’s financial performance, financial position and the reasons
for its failure;
the Administrators’ sale process;
the investigations conducted by the Administrators; and
the key terms of the proposed DOCA in relation to the Proposed DOCA
Companies. The Chairperson explained:
The DOCA would implement a pooled structure where all creditors
of Addcar Highwall Mining and Addcar Equipment Hire could claim
against a single source of funds advanced to and held in Addcar
Contracting Services, itself a dormant company.
The structure would allow Addcar Highwall Mining and Addcar
Equipment hire to emerge quickly from the DOCA and continue to
trade under the control of their directors. This would result in
continued employment for the majority of the Addcar Group’s
employees.
The DOCA Fund would be a minimum of $200K. It would comprise
contributions paid by Remagen (the DOCA Proponent) of $200k if
Addcar Highwall Mining is awarded a new contract by 31 December
2020, which has a term greater than 12 months and a second
contribution of $200,000 if Addcar Highwall Mining is awarded a
second new contract by 31 December 2020, which has a term
greater than 12 months (a maximum total of $400k). If no contracts
are entered into, the DOCA Proponent would pay a contribution of
$200k on or before 30 June 2021.
In addition to the DOCA Fund, Remagen’s offer included a $14m
credit bid, which had the effect of reducing the secured creditor’s
claims against each company within the Addcar Group (whether or
not the particular company was entering into a DOCA or
liquidation).
the estimated outcome per class of creditor in relation to the Proposed
DOCA Companies. The Chairperson set out that the DOCA Fund would allow
for payment of non-continuing employee entitlements, as well as a 3-7 cent
in the dollar return to unsecured creditors of Addcar Highwall Mining and
Addcar Equipment Hire.
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The Chairperson advised the meeting that immediately prior to the meeting,
there had been a meeting of employees of Addcar Highwall Mining in
accordance with section 444DA of the Act.
The Chairperson note this meeting was required because the DOCA proposed
that employees who continue to be employed in Addcar Highwall Mining would
not have their entitlements paid out through the DOCA, but would have their
entitlements treated as a liability of the ongoing company. This treatment
amended the operation of the Act in relation to priority employee entitlements.
The Chairperson confirmed that employees had passed a resolution at the
444DA meeting in favour of the treatment provided for in the Proposed DOCA.
Administrators’
recommendation
The Chairperson explained that the Administrators recommended creditors
resolve that each of the Proposed DOCA Companies be placed into DOCA.
The Chairperson advised that the reasons for this were that:
a majority of employees would continue to have employment;
the claims of non-continuing employees would be paid in full more quickly
than in a liquidation; and
the DOCA contribution of $200k- $400k provided a reasonably certain
outcome in comparison to a liquidation outcome predicated on successful
antecedent recovery actions which are inherently uncertain and costly.
The Chairperson then set out:
the indicative timeline of the proposed DOCA; and
an outline of the work to be undertaken in a DOCA.
The Chairperson confirmed that as there had been no DOCA put forward for the
Non-DOCA companies, the recommendation for those companies was for them
to be placed into liquidation.
The Chairperson then provided the meeting with an outline of the work to be
undertaken in a liquidation.
A copy of the presentation shown at the meetings is enclosed at Annexure C.
Questions The Chairperson opened the meeting for questions from the floor.
Brad Noble representing Noble Engineering Services asked if the non-continuing
employees had a claim against the DOCA fund, and if they did not, whether
there were additional funds available to unsecured creditors.
The Chairperson explained that non-continuing employees in Addcar Highwall
Mining (but not other entities) did have a claim against the DOCA Fund, and
that the DOCA Proponents had undertaken to pay non-continuing employees in
full.
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The Chairperson went on to clarify that the DOCA Fund of $200k - $400k was
did not include the amounts payable to employees and was provided for
unsecured creditors only.
Concurrent meetings The Chairperson reminded the meeting of the ASIC guidance surrounding the
spread of COVID19 and the polling requirements per recent guidance (as set out
earlier in these minutes) and then put the following resolution to the meeting:
“that the meetings of creditors of each of the Addcar Group companies, being:
Addcar Mining Solutions Pty Ltd
Addcar Engineers Pty Ltd
Addcar Holdings Pty Ltd
Addcar Management Services Pty Ltd
Addcar Contracting Services Pty Ltd
Addcar Equipment Hire Pty Ltd
Addcar Engineers Civil Services Division Pty Ltd
Pipelion Manufacturing Pty Ltd
Addcar Highwall Mining Pty Ltd
Addcar USA Interest Pty Ltd
(All Administrators Appointed)
be held concurrently”
Retrospective remuneration
of the Administrators for the
period 9 March 2020 to 9
April 2020
The Chairperson advised that remuneration approval for Addcar Highwall Mining,
Addcar Equipment Hire, Addcar Mining Solutions and Addcar Management
Services for the period 9 March 2020 to 3 April 2020 and for the period to the
later of the second creditors meeting or the execution of the DOCA had already
been approved by their Committees of Inspection on 14 April 2020.
The Chairperson put the following resolutions to the meetings:
“That the remuneration of the Voluntary Administrators of Addcar
Contracting Services Pty Ltd (Administrators Appointed) for the period 9
March 2020 to 9 April 2020, calculated at hourly rates as detailed in the
Initial Remuneration Notice dated 12 March 2020, is determined in the sum
of $7,459.50, exclusive of GST.”
“That the remuneration of the Voluntary Administrators of Addcar Engineers
Pty Ltd (Administrators Appointed) for the period 9 March 2020 to 9 April
2020, calculated at hourly rates as detailed in the Initial Remuneration
Notice dated 12 March 2020, is determined in the sum of $6,835.50,
exclusive of GST.”
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“That the remuneration of the Voluntary Administrators of Addcar Holdings
Pty Ltd (Administrators Appointed) for the period 9 March 2020 to 9 April
2020, calculated at hourly rates as detailed in the Initial Remuneration
Notice dated 12 March 2020, is determined in the sum of $12,614.00,
exclusive of GST.”
“That the remuneration of the Voluntary Administrators of Addcar Engineers
Civil Services Division Pty Ltd (Administrators Appointed) for the period 9
March 2020 to 9 April 2020, calculated at hourly rates as detailed in the
Initial Remuneration Notice dated 12 March 2020, is determined in the sum
of $6,811.00, exclusive of GST.”
“That the remuneration of the Voluntary Administrators of Pipelion
Manufacturing Pty Ltd (Administrators Appointed) for the period 9 March
2020 to 9 April 2020, calculated at hourly rates as detailed in the Initial
Remuneration Notice dated 12 March 2020, is determined in the sum of
$42,877.00, exclusive of GST.”
“That the remuneration of the Voluntary Administrators of Addcar USA
Interest Pty Ltd (Administrators Appointed) for the period 9 March 2020 to 9
April 2020, calculated at hourly rates as detailed in the Initial Remuneration
Notice dated 12 March 2020, is determined in the sum of $7,043.50,
exclusive of GST.”
The Chairperson held a number of general proxies, and confirmed that he had
abstained from exercising these proxies in relation to the resolutions connected
to the Administrators’ fees.
The Chairperson also confirmed that any intercompany creditors would abstain
from voting.
Prospective remuneration of
the Administrators’ for the
period 10 April 2020 to the
second meeting or execution
of DOCA (if applicable)
The Chairperson put the following resolutions to the meetings:
“That the future remuneration of the Voluntary Administrators of Addcar
Contracting Services Pty Ltd (Administrators Appointed) from 10 April 2020
to the later of the Second Meeting of Creditors or the execution of a DOCA,
is determined at a sum equal to the cost of time spent by the Voluntary
Administrators and their partners and staff, calculated at the hourly rates as
detailed in the Initial Remuneration Notice dated 12 March 2020, up to a
capped amount of $17,036.50, exclusive of GST.”
“That the future remuneration of the Voluntary Administrators of Addcar
Engineers Pty Ltd (Administrators Appointed) from 10 April 2020 to the
Second Meeting of Creditors is determined at a sum equal to the cost of
time spent by the Voluntary Administrators and their partners and staff,
calculated at the hourly rates as detailed in the Initial Remuneration Notice
dated 12 March 2020, up to a capped amount of $1,592.00, exclusive of
GST.”
“That the future remuneration of the Voluntary Administrators of Addcar
Holdings Pty Ltd (Administrators Appointed) from 10 April 2020 to the
Second Meeting of Creditors is determined at a sum equal to the cost of
time spent by the Voluntary Administrators and their partners and staff,
calculated at the hourly rates as detailed in the Initial Remuneration Notice
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dated 12 March 2020, up to a capped amount of $1,592.00, exclusive of
GST.”
“That the future remuneration of the Voluntary Administrators of Addcar
Engineering and Civil Services Division Pty Ltd (Administrators Appointed)
from 10 April 2020 to the Second Meeting of Creditors is determined at a
sum equal to the cost of time spent by the Voluntary Administrators and
their partners and staff, calculated at the hourly rates as detailed in the
Initial Remuneration Notice dated 12 March 2020, up to a capped amount
of $1,592.00, exclusive of GST.”
“That the future remuneration of the Voluntary Administrators of Pipelion
Manufacturing Pty Ltd (Administrators Appointed) from 10 April 2020 to the
Second Meeting of Creditors is determined at a sum equal to the cost of
time spent by the Voluntary Administrators and their partners and staff,
calculated at the hourly rates as detailed in the Initial Remuneration Notice
dated 12 March 2020, up to a capped amount of $6,588.50, exclusive of
GST.”
“That the future remuneration of the Voluntary Administrators of Addcar
USA Interest Pty Ltd (Administrators Appointed) from 10 April 2020 to the
Second Meeting of Creditors is determined at a sum equal to the cost of
time spent by the Voluntary Administrators and their partners and staff,
calculated at the hourly rates as detailed in the Initial Remuneration Notice
dated 12 March 2020, up to a capped amount of $4,500.50, exclusive of
GST.”
The Chairperson held a number of general proxies, and confirmed that he had
abstained from exercising these proxies in relation to the resolutions connected
to the Administrators’ fees.
The Chairperson also confirmed that any intercompany creditors would abstain
from voting.
Deed of Company
Arrangement
The Chairperson put the following resolutions to the meeting for each of the
following companies:
Addcar Highwall Mining
Addcar Equipment Hire Pty Ltd
Addcar Contracting Services Pty Ltd
“That the Company Execute a Deed of Company Arrangement and Jonathan Henry,
Jason Preston and Jamie Harris be appointed Joint and Several Deed
Administrators.”
The Chairperson held a number of general proxies, and confirmed that he had
abstained from exercising these proxies in relation to the resolution.
The Chairperson also confirmed that any intercompany creditors would abstain
from voting.
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Suspension of meeting The meetings were suspended whilst the creditors voted for the above
resolutions, and poll results were calculated.
Poll results for the resolutions is provided at Annexure B.
The Chairperson announced the poll results to the meeting and confirmed that
all resolutions put to the meeting were carried.
Estimated future Deed
Administrators’ remuneration
Once the Chairperson had confirmed that the DOCA resolutions had passed, he
put the following resolutions to the meeting:
“That the initial remuneration of the Deed Administrators of Addcar
Contracting Services Pty Ltd (to be Subject to Deed of Company
Arrangement), for the period of the DOCA, calculated at the hourly rates as
detailed in the Initial Remuneration Notice dated 12 March 2020, is
approved up to a capped amount of $75,016.00 exclusive of GST, and the
Deed Administrators may pay the remuneration as incurred on a monthly
basis or as otherwise determined by the Deed Administrators.”
“That the initial remuneration of the Deed Administrators of Addcar
Equipment Hire Pty Ltd (to be Subject to Deed of Company Arrangement),
for the period of the DOCA, calculated at the hourly rates as detailed in the
Initial Remuneration Notice dated 12 March 2020, is approved up to a
capped amount of $75,070.70 exclusive of GST, and the Deed Administrators
may pay the remuneration as incurred on a monthly basis or as otherwise
determined by the Deed Administrators.”
“That the initial remuneration of the Deed Administrators of Addcar Highwall
Mining Pty Ltd (to be Subject to Deed of Company Arrangement), for the
period of the DOCA, calculated at the hourly rates as detailed in the Initial
Remuneration Notice dated 12 March 2020, is approved up to a capped
amount of $75,016.00 exclusive of GST, and the Deed Administrators may
pay the remuneration as incurred on a monthly basis or as otherwise
determined by the Deed Administrators.”
The Chairperson held a number of general proxies, and confirmed that he had
abstained from exercising these proxies in relation to the above resolutions
connected with the Deed Administrator’s fees.
The Chairperson also confirmed that any intercompany creditors would abstain
from voting.
Liquidation
For each of the following companies, the Chairperson put the following
resolution to the meeting:
Addcar Mining Solutions Pty Ltd
Addcar Engineers Pty Ltd
Addcar Holdings Pty Ltd
Addcar Management Services Pty Ltd
Addcar ECSD Pty Ltd
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Pipelion Manufacturing Pty Ltd
Addcar USA Interest Pty Ltd
“That the Company be wound up and Jonathan Henry, Jason Preston and Jamie
Harris be appointed Joint and Several Liquidators.”
The Chairperson held a number of general proxies, and confirmed that he had
abstained from exercising his vote in relation to the resolution.
The Chairperson also confirmed that any intercompany creditors would abstain
from voting.
Liquidators’ estimated future
remuneration
The Chairperson put the following resolutions to the meeting:
“That the future remuneration of the Liquidators of Addcar Mining
Solutions Pty Ltd (In Liquidation) for the period of the liquidation calculated
at the hourly rates as detailed in the Initial Remuneration Notice dated 12
March 2020, up to a capped amount of $50,047.50, exclusive of GST.”
That the future remuneration of the Liquidators of Addcar Engineers Pty Ltd
(In Liquidation) for the period of the Liquidation calculated at the hourly
rates as detailed in the Initial Remuneration Notice dated 12 March 2020, up
to a capped amount of $12,000.00, exclusive of GST.
That the future remuneration of the Liquidators of Addcar Holdings Pty Ltd
(In Liquidation) for the period of the liquidation calculated at the hourly
rates as detailed in the Initial Remuneration Notice dated 12 March 2020,
up to a capped amount of $12,000.00, exclusive of GST.
That the future remuneration of the Liquidators of Addcar Management
Services Pty Ltd (to be In Liquidation) for the period of the liquidation
calculated at the hourly rates as detailed in the Initial Remuneration Notice
dated 12 March 2020, up to a capped amount of $50,031.50, exclusive of
GST.
That the future remuneration of the Liquidators of Addcar Engineers Civil
Services Division Pty Ltd (In Liquidation) for the period of the liquidation
calculated at the hourly rates as detailed in the Initial Remuneration Notice
dated 12 March 2020, up to a capped amount of $12,000.00, exclusive of
GST.
That the future remuneration of the Liquidators of Pipelion Manufacturing
Pty Ltd (In Liquidation) for the period of the liquidation calculated at the
hourly rates as detailed in the Initial Remuneration Notice dated 12 March
2020, up to a capped amount of $50,030.50, exclusive of GST.
That the future remuneration of the Liquidators of Addcar USA Interest Pty
Ltd (In Liquidation) for the period of the liquidation calculated at the hourly
rates as detailed in the Initial Remuneration Notice dated 12 March 2020, up
to a capped amount of $50,066.50, exclusive of GST.
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The Chairperson held a number of general proxies, and confirmed that he had
abstained from exercising these proxies in relation to the resolutions in
connection with the Liquidators’ fees.
The Chairperson also confirmed that any intercompany creditors would abstain
from voting.
Internal disbursements The Chairperson noted that an external administrator of a company must not
directly or indirectly derive any profit or advantage from the external
administration of the company, unless the creditors, by resolution, agree
otherwise.
The Chairperson noted that details of internal disbursements that required
approval were included in the Remuneration Report provided with notice of the
meeting.
The Chairperson put the following resolution to the meeting with respect to
Addcar Mining Solutions Pty Ltd:
“That the future internal disbursements (that may have an element of profit or
advantage to a related party) of the Liquidators from the Second creditors
meeting to the finalisation of the Liquidation, calculated at the rates as detailed
in the Initial Remuneration Notice dated 12 March 2020, are approved up to a
capped amount of $6,000.00, exclusive of GST.”
The Chairperson held a number of general proxies, and confirmed that he had
abstained from exercising his vote in relation to the above resolution.
The Chairperson also confirmed that any intercompany creditors would abstain
from voting.
Compromising debts The Chairperson then explained that certain powers of the Liquidators are
exercisable with the consent of the creditors.
The Chairperson then put the following resolution to the meeting:
“That so far as necessary for the beneficial winding up of the Company, the
Liquidators are hereby authorised pursuant to subsections 506(1A) and 477(2A) of
the Corporations Act 2001 to comprise any debts greater than the prescribed
amount (currently $100,000).”
For each of the below Companies:
Addcar Mining Solutions Pty Ltd
Addcar Engineers Pty Ltd
Addcar Holdings Pty Ltd
Addcar Management Services Pty Ltd
Addcar ECSD Pty Ltd
Pipelion Manufacturing Pty Ltd
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Addcar USA Interest Pty Ltd
The Chairperson held a number of general proxies, and confirmed that he would
be voting for the resolution.
Ability to enter into
agreements
The Chairperson then put the following resolution to the meeting:
“That so far as necessary for the beneficial winding up of the Company, the
Liquidators are hereby authorised to enter any agreements on behalf of the
Company involving a term or obligations extending for more than three
months.”
For each of the below companies:
Addcar Mining Solutions Pty Ltd
Addcar Engineers Pty Ltd
Addcar Holdings Pty Ltd
Addcar Management Services Pty Ltd
Addcar ECSD Pty Ltd
Pipelion Manufacturing Pty Ltd
Addcar USA Interest Pty Ltd
The Chairperson held a number of general proxies, and confirmed that he would
be voting for the resolution.
Early destruction of books
and records
The Chairperson explained that it was appropriate to apply for early destruction
of books and records of the entities subject to liquidation.
The Chairperson then put the following resolution to the meeting:
“That the books and records of the company may be destroyed following the
deregistration of the company, subject to the consent of the Australian Securities
& Investments Commission being obtained.”
For each of the below companies:
Addcar Mining Solutions Pty Ltd
Addcar Engineers Pty Ltd
Addcar Holdings Pty Ltd
Addcar Management Services Pty Ltd
Addcar ECSD Pty Ltd
Pipelion Manufacturing Pty Ltd
Addcar USA Interest Pty Ltd
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The Chairperson held a number of general proxies, and confirmed that he would
be voting for the resolution.
Suspension of meeting The meetings were suspended whilst the creditors voted for the above
resolutions, and poll results were calculated.
Poll results for the resolutions is provided at Annexure B.
The Chairperson announced the poll results to the meeting and confirmed that
all resolutions put to the meeting were carried.
Committee of Inspection The Chairperson expressed that under Insolvency Practice Schedule
(Corporations) (IPS) 80-10, creditors may, by resolution, determine whether there
is to be a committee of inspection.
The Chairperson noted that the role of a committee of inspection is to:
advise and assist the external administrators about matters relating to the
external administration;
give directions to the external administrator; and
monitor the conduct of the external administration.
A committee of inspection may also:
request the external administrator give information, provide reports or
produce documents; and
obtain its own specialist advice or assistance.
The Chairperson communicated that under IPS 60-10, a committee of inspection
also has the power to approve remuneration.
The Chairperson recommended that committees of inspection not be formed.
Regarding the DOCA Companies, the Chairperson noted a committee would
likely not be required noting the operation of the DOCA as explained and the
acquisition of assets already agreed as part of the DOCA.
Regarding the Non-DOCA Companies, the Chairperson expressed that any future
liquidation work would involve investigations and liquidation style recoveries
which would likely not necessitate a Committee of Inspection. He went on to
confirm that the Liquidators would update creditors via various reports during
the course of the liquidations as necessary.
The Chairperson then invited creditors to express their views on whether a
committee of inspection should be formed.
No parties expressed an interest. The Chairperson confirmed there was no
interest from creditors in establishing Committees of Inspection and hence the
resolutions would not be put to the meeting.
Questions The Chairperson once again opened the floor to questions
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Peter Haynes representing Addcar Mining Solutions asked whether the non-
continuing employees to be paid in full referred to by the Chairperson were
those non-continuing employees of Addcar Highwall Mining only.
The Chairperson affirmed that this was correct.
Peter Bladeni representing Martogg asked about the timing of payment of
outstanding purchase orders.
The Chairperson advised that the Administrators expected all outstanding
purchase orders would be paid by the ongoing trading companies to the extent
that they related to the DOCA Companies. In relation to any purchase orders
connected to the Non-DOCA Companies, the Chairperson confirmed that these
would be paid by the Liquidators (former Administrators).
Closure There being no further questions, the Chairperson declared the meeting closed
at 4:52 PM.
Signed as a true and correct record.
_________________________________________________
Jonathan Henry
Chairperson
Meeting Attendance Register - CreditorsAddcar Management Services Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person
Party? Attorney (General / Amount Amount for Attendingstate 'Yes' Specific)
ABT Online Pty Ltd 1,491 1,491 -
Addcar Contracting Services Pty Ltd Y Louise Mann S 26,614 26,614 26,614.34 Electronic Attendance
Addcar Engineers Civil Services Division Pty Ltd Y Louise Mann S 35,654 35,654 35,653.54 Electronic Attendance
ADDCAR HOLDINGS PTY LIMITED Y Louise Mann S 10,500 10,500 10,500.00 Electronic Attendance
ADDCAR MINING SOLUTIONS PTY LTD Y Louise Mann S 30,144,196 30,144,196 30,144,195.97 Electronic Attendance
Applied Business Technology Pty Ltd 2,973 2,973 -
Assurex Escrow Pty Ltd 1,166 1,166 -
Avis Australia 226 226 -
Benjamin SALISBURY Peter Haynes S 63,642 63,642 63,641.57 Electronic Attendance
Brad WILLIAMS 69,931 69,931 -
Brett Norris THOMPSON Peter Haynes G 20,545 20,545 20,544.88 Electronic Attendance
CHIEF COMMISSIONER OF STATE REVENUE 16,528 16,528 -
Coal Services Pty Ltd 131 131 -
Colourworks 6,019 6,019 -
Conrad SMITH 20,081 20,081 -
Distributed Technology Sys P/L 2,534 2,534 -
Europcar Australia 2,200 2,200 -
Finook Industries Pty Ltd 99 99 -
FLIGHT CENTRE 10,305 10,305 -
Garry Brown Office Supplies 107 107 -
Helena DEAVES Peter Haynes G 38,554 38,554 38,553.92 Electronic Attendance
Holly Jo TAKAGAKI Peter Haynes G 1 1 1.00 Electronic Attendance
Humanomics Pty Ltd 1,001 1,001 -
Meeting Attendance Register - CreditorsAddcar Management Services Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person
Party? Attorney (General / Amount Amount for Attendingstate 'Yes' Specific)
Initial Hygiene 301 301 -
Jason SIMMONS 31,388 31,388 -
JWN Facilities Management 2,475 2,475 -
Katherine Louise O'NEILL 4,233 4,233 -
Kelvin John MORLEY Peter Haynes G 131,953 131,953 131,952.56 Electronic Attendance
Kerri Anne MOORE Peter Haynes G 14,905 14,905 14,905.38 Electronic Attendance
Kinnect 737 737 -
Kyle Mark RANKOVICH 66,710 66,710 -
Laycock Burke Castaldi Lawyers 526 526 -
Mark Anthony BLAKE 101,583 101,583 -
Mark ARMSTRONG Peter Haynes G 88,906 88,906 88,906.18 Electronic Attendance
Mark MAMONE 97,296 97,296 -
Mark SEWARD 74,548 74,548 -
Oceanic Coal Michelle Lawson G 570,603 570,603 570,603.34 Electronic Attendance
One Stop Medical 220 220 -
Owen Bruce STARR Peter Haynes G 80,483 80,483 80,483.04 Electronic Attendance
PinPoint Computer Services Chairperson S 8,497 8,497 8,497.39 Electronic Attendance
Pipelion Manufacturing Pty Ltd Y Louise Mann S 802,689 802,689 802,689.24 Electronic Attendance
PJS Plumbing 1,389 1,389 -
PKF (NS) Pty Ltd 5,209 5,209 -
Remagen Lend ADR Pty Ltd Corrs Chambers Westgrath S 14,972,954 14,972,954 14,972,954.00 Electronic Attendance
REMONDIS 756 756 -
Sai Global 655 655 -
Meeting Attendance Register - CreditorsAddcar Management Services Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person
Party? Attorney (General / Amount Amount for Attendingstate 'Yes' Specific)
Sapio Pty Ltd 1,152 1,152 -
SNP SECURITY 915 915 -
SWS Lawyers Pty Limited Chairperson G 36,685 36,685 36,684.83 Electronic Attendance
THE MOBILE SHREDDING COMPANY 198 198 -
Warwick HOLFORD Peter Haynes G 58,051 58,051 58,051.25 Electronic Attendance
Meeting Attendance Register - CreditorsAddcar Contracting Services Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 March 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person
Party? Attorney (General / Amount Amount for Attendingstate 'Yes' Specific)
Addcar Highwall Mining Pty Ltd Y Louise Mann S 30,100 30,100 30,100 Electronic Attendance
Remagen Lend ADR Pty Ltd Corrs Chambers Westgrath S 14,972,954 14,972,954 14,972,954 Electronic Attendance
Meeting Attendance Register - CreditorsAddcar Engineers Civil Services Division Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person
Party? Attorney (General / Amount Amount for Attendingstate 'Yes' Specific)
ADDCAR MINING SOLUTIONS PTY LTD Y Louise Mann S 42,036,739.56 42,036,739.56 42,036,739.56 Electronic Attendance
Remagen Lend ADR Pty Ltd Corrs Chambers Westgrath S 14,972,954.00 14,972,954.00 14,972,954.00 Electronic Attendance
Meeting Attendance Register - CreditorsAddcar Engineers Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person
Party? Attorney (General / Amount Amount for Attendingstate 'Yes' Specific)
Remagen Lend ADR Pty Ltd Corrs Chambers Westgrath S 14,972,954.00 14,972,954.00 14,972,954.00 Electronic Attendance
Meeting Attendance Register - CreditorsAddcar Equipment Hire Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person
Party? Attorney (General / Amount Amount for Attendingstate 'Yes' Specific)
1 MAINTENANCE + SUPPLY Anastasios Milios G 251,988.11 251,988.11 251,988.11 Electronic Attendance
ABB AUSTRALIA PTY LTD 18,661.28 18,661.28 -
Addcar Engineers Civil Services Division Pty Ltd Y Louise Mann S 41,740,023.78 41,740,023.78 41,740,023.78 Electronic Attendance
Addcar Management Services Pty Ltd Y Louise Mann S 879,386.36 879,386.36 879,386.36 Electronic Attendance
ADDCAR MINING SOLUTIONS PTY LTD Y Louise Mann S 2,030,282.32 2,030,282.32 2,030,282.32 Electronic Attendance
ADS AUSTRALIAN DRILLING SYSTEM 118,009.00 118,009.00 -
AE GROUP CIVIL & MINING 48,612.43 48,612.43 -
Aggreko Generator Rentals Prue Greenfield S 466,887.95 466,887.95 466,887.95 Electronic Attendance
ALL Torque Transmissions Asia 4,519.00 4,519.00 -
ALSTRA ELECTRICAL WHOLESALERS 3,109.00 3,109.00 -
Ampcontrol QLD Pty Ltd 23,598.98 23,598.98 -
AMPCONTROL SERVICE NSW P/L 99,083.49 99,083.49 -
ANDROCK ENGINEERING & MINING 169,399.37 169,399.37 -
APM Engineering 2,090.00 2,090.00 -
AUSPROOF PTY LTD Aston Marks S 31,281.80 31,281.80 31,281.80 Electronic Attendance
AUSTINS MAINTENANCE PTY LTD 3,203.09 3,203.09 -
Automated Control PTY LTD Leanne Rankin G 19,583.81 19,583.81 19,583.81 Electronic Attendance
BDS MECHANICAL REPAIRS P/L 185.00 185.00 -
Bearing Dynamics Pty Ltd 26,358.00 26,358.00 -
Berendsen Fluid Power 7,897.84 7,897.84 -
BIC LOGISTICS 47.00 47.00 -
Bis Industries Limited
Thomas Howes / Steve
Simpson G 9,129.60 9,129.60 9,129.60 Electronic Attendance
BJF Services Pty Ltd 26,747.60 26,747.60 -
Meeting Attendance Register - CreditorsAddcar Equipment Hire Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person
Party? Attorney (General / Amount Amount for Attendingstate 'Yes' Specific)
BOC Limited 722.00 722.00 -
Bosch Rexroth Pty Ltd Lisa Stokes G 44,884.40 44,884.40 44,884.40 Did not attend
Cal Pacific Pty Ltd 763.00 763.00 -
Callcorr Equipment Hire Pty Ltd 5,582.50 5,582.50 -
CALLCORR PTY LTD 61,649.56 61,649.56 -
CALLIDE MANUFACTURING COMPANY 37,270.62 37,270.62 -
Cetnaj Warners Bay 144.10 144.10 -
Cincinnati Mine Australia Pty Ltd Jason Simmons S 23,228.27 23,228.27 23,228.27 Electronic Attendance
CNW Pty Ltd, Rutherford 2,262.00 2,262.00 -
COAST TO COAL REFRIGERATION 944.00 944.00 -
COLTERLEC PTY LTD 1,000.24 1,000.24 -
COMLEK GROUP PTL LTD 4,950.00 4,950.00 -
Conceptum Logistics $AUD 2,752.00 2,752.00 -
Conceptum Logistics $USD 2,004.00 2,004.00 -
COREFLEET Karl Staley S 91,149.70 91,149.70 91,149.70 Did not attend
CPI CONTROL PRODUCTS INC 383.00 383.00 -
Custom Toolmaking Pty Ltd Chairperson G 19,364.40 19,364.40 19,364.40 Electronic Attendance
DOWDENS PUMPING Chairperson G 1,501.50 1,501.50 1,501.50 Electronic Attendance
DYNATECT MANUFACTURING INC 30,598.00 30,598.00 -
Eaton Electrical (Australia) 2,400.09 2,400.09 -
Eaton Hydraulics Group 6,491.00 6,491.00 -
Echo Vehicle Leasing & Sales 3,960.00 3,960.00 -
ELITE HYDRAULICS 2,213.29 2,213.29 -
Meeting Attendance Register - CreditorsAddcar Equipment Hire Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person
Party? Attorney (General / Amount Amount for Attendingstate 'Yes' Specific)
Fenner Dunlop Australia P/L 30,178.00 30,178.00 -
FIRE & SAFTEY INDUSTRIES P/L 675.24 675.24 -
G.L McGavin Pty Ltd (D&N) 429.00 429.00 -
GASTECH AUSTRALIA 209.00 209.00 -
GVS RELIABILITY PRODUCTS P/L 1,177.00 1,177.00 -
HANDS ENGINEERING PTY LTD 10,842.00 10,842.00 -
HASTINGS DEERING 913.00 913.00 -
HITACHI MACHINERY COMPANY 527.00 527.00 -
Hunter Engineering Sales 10,973.39 10,973.39 -
Hyden Engineering Pty Ltd 1,791.00 1,791.00 -
Hydraulic Controls Pty Ltd 8,521.00 8,521.00 -
INDT PTY LTD 3,217.50 3,217.50 -
J.A Engineering Australia P/L 20,262.00 20,262.00 -
Jackson Haulage Pty Ltd 67,111.00 67,111.00 -
Jarvie Engineering Pty Ltd 1,079.00 1,079.00 -
Joy Global(AUS)Surface PTY LTD 1,749.00 1,749.00 -
K&R HYDRAULICS PTY LTD 27,773.16 27,773.16 -
KABLEX PTY LTD Aston Marks S 123,335.30 123,335.30 123,335.30 Electronic Attendance
Kennametal Australia Pty Ltd 2,101.00 2,101.00 -
KINDER AUSTRALIA PTY LTD 396.00 396.00 -
L&H GROUP T/A AUSLEC BILOELA 13,252.00 13,252.00 -
L&H MORANBAH 1,341.00 1,341.00 -
LEE CRANE HIRE P/L 21,327.00 21,327.00 -
Meeting Attendance Register - CreditorsAddcar Equipment Hire Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person
Party? Attorney (General / Amount Amount for Attendingstate 'Yes' Specific)
LUBRICATION ENGINEERS 11,676.50 11,676.50 -
M.I. SCAFFOLD SERVICES PTY LTD 347.00 347.00 -
Mackay Harbour Engineering Pty. Ltd. 51,613.10 51,613.10 -
MADER QUEENSLAND PTY LTD 7,565.00 7,565.00 -
MAE AUSTRALIA PTY LTD 1,953.00 1,953.00 -
MATILDA EQUIPMENT PTY LTD Tracy Hong G 404,578.00 404,578.00 404,578.00 Electronic Attendance
Mato Australia Pty Ltd 5,024.36 5,024.36 -
Meadow Industries 29,002.60 29,002.60 -
MOBILE HOSEFIXERS CQ P/L Chairperson G 12,492.95 12,492.95 12,492.95 Electronic Attendance
MOOG AUSTRALIA PTY LTD 13,609.00 13,609.00 -
MOURA TYRE CENTRE 688.00 688.00 -
MRA ENGINEERING PTY LTD 4,204.00 4,204.00 -
NAUTITECH MINING SYSTEMS P/L 11,352.00 11,352.00 -
Nepean Conveyors (NSW) Pty Ltd 18,836.40 18,836.40 -
NHP ELECTRICAL ENGINEERING 19,181.23 19,181.23 -
Nth Qld Independant Fuel Serv. 16,084.00 16,084.00 -
OVESCO PTY LIMITED 270.74 270.74 -
PBE Rutherford Mining Pty Ltd 414.00 414.00 -
Pempek Systems Pty Ltd 528.00 528.00 -
Pirtek Biloela 48,100.00 48,100.00 -
Pirtek Newcastle Operations 41.00 41.00 -
PORT HUNTER CONVEYORS PTY LIMITED 4,083.75 4,083.75 -
Meeting Attendance Register - CreditorsAddcar Equipment Hire Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person
Party? Attorney (General / Amount Amount for Attendingstate 'Yes' Specific)
Power Control Engineers P/L 2,178.00 2,178.00 -
REEL TECH PTY LTD - - -
Reliable Conveyor Belt Pty Ltd 751.00 751.00 -
Remagen Lend ADR Pty Ltd Corrs Chambers Westgrath S 14,972,954.00 14,972,954.00 14,972,954.00 Electronic Attendance
Renteca 9,886.80 9,886.80 -
Rexroth Bosch Group 44,884.00 44,884.00 -
SARINA CRANE HIRE PTY LTD Chairperson S 26,941.20 26,941.20 26,941.20 Electronic Attendance
SEW EURODRIVE PTY LTD 1,630.00 1,630.00 -
Sick Pty Ltd 218.00 218.00 -
SJ Welding Pty Ltd 5,632.00 5,632.00 -
SKILLPRO SERVICES 5,418.00 5,418.00 -
SKYREACH PTY LTD 17,791.69 17,791.69 -
SPECIAL TRANSFORMERS 4,920.30 4,920.30 -
Speciality Fasteners Pty Ltd 717.00 717.00 -
Sulzer Australia Pty Ltd 98,272.08 98,272.08 -
Survey & Instrument Specialist 154.00 154.00 -
T & C Excavations (Qld) Pty Lt 6,331.00 6,331.00 -
TNT Couriers 132.00 132.00 -
Trident Plastic Engineering Pt 14,410.00 14,410.00 -
Tweed Lineboring & Field 15,448.13 15,448.13 -
TYRETANIC TYRES 2,495.00 2,495.00 -
UGM ENGINEERS DIESEL SERVICES
Thomas Howes / Steve
Simpson G 563,360.00 563,360.00 563,360.00 Electronic Attendance
WEARPRO 8,091.60 8,091.60 -
WESTERMO DATA COMMUNICATIONS 5,134.80 5,134.80 -
Meeting Attendance Register - CreditorsAddcar Holdings Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person
Party? Attorney (General / Amount Amount for Attendingstate 'Yes' Specific)
Remagen Capital Management Pty Ltd Corrs Chambers Westgrath S 14,972,954.00 14,972,954.00 14,972,954.00 Electronic Attendance
ADDCAR MINING SOLUTIONS PTY LTD Y Louise Mann S 4,909,287.31 4,909,287.31 4,909,287.31 Electronic Attendance
Australian Taxation Office Douglas Smith G - 1,763,600.00 1,763,600.00 Electronic Attendance
Meeting Attendance Register - CreditorsAddcar Highwall Mining Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person
Party? Attorney (General / Amount Amount for Attendingstate 'Yes' Specific)
Aaron Edward FONG Chairperson G 20,730.81 20,730.81 20,730.81 Electronic Attendance
Addcar Engineers Civil Services Division Pty Ltd Y Louise Mann S 3,255,645.71 3,255,645.71 3,255,645.71 Electronic Attendance
Addcar Equipment Hire Pty Ltd Y Louise Mann S 6,321,479.58 6,321,479.58 6,321,479.58 Electronic Attendance
Addcar Management Services Pty Ltd Y Louise Mann S 2,299,996.00 2,299,996.00 2,299,996.00 Electronic Attendance
Adrian Peter GUISTELLI 3,187.50 3,187.50 -
Allan Roy KADEL Peter Haynes G 4,500.00 4,500.00 4,500.00 Electronic Attendance
ALLSHELTER 7,552.00 7,552.00 -
Ampcontrol QLD Pty Ltd 2,414.50 2,414.50 -
Andrew Michael OSTROFSKI Chairperson G 35,829.56 35,829.56 35,829.56 Electronic Attendance
APPLIED MINING TECHNOLOGIES 160,586.60 160,586.60 -
ATLAS COPCO RENTAL 127,384.00 127,384.00 -
ATOM 24,939.00 24,939.00 -
Australian Taxation Office Douglas Smith G 523,509.25 523,509.25 523,509.25 Electronic Attendance
Beau Hamilton LOCKHARD 5,370.00 5,370.00 -
BOC LIMITED 78.00 78.00 -
Brett REDDISH Peter Haynes G 90,293.74 90,293.74 90,293.74 Electronic Attendance
Brimstone Mining & Engineering Pty Ltd 20,453.00 20,453.00 -
Bryce Todd CAMPBELL 4,312.50 4,312.50 -
BUNZL BRANDS + OPERATIONS P/L 9,179.00 9,179.00 -
Cheyne Dylan KUPFER 12,112.50 12,112.50 -
Christopher Leigh NOBLE 28,887.83 28,887.83 -
Clayton LANGFORD 35,373.95 35,373.95 -
COREGAS PTY LTD 2,659.00 2,659.00 -
Meeting Attendance Register - CreditorsAddcar Highwall Mining Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person
Party? Attorney (General / Amount Amount for Attendingstate 'Yes' Specific)
CQ AUTOGLASS &AIR-CONDITIONING 3,005.00 3,005.00 -
DAM Trading Pty Ltd 26,744.00 26,744.00 -
Daniel Ian BLYTON Chairperson G 36,363.74 36,363.74 36,363.74 Electronic Attendance
Daniel Kevin MAUGER 600.00 600.00 -
Daniel Robert BUGG 21,523.15 21,523.15 -
Danyal Robert LOTE 38,191.56 38,191.56 -
Derek Ross ROUNTREE 23,255.63 23,255.63 -
Dowdens Pumping & Water Treatment Chairperson G 762.30 762.30 762.30 Electronic Attendance
Dylan Edward David SPENCER 14,685.00 14,685.00 -
Dylan Wakeland BUGG 40,891.19 40,891.19 -
EFEX Technology 1,919.00 1,919.00 -
Ergon Energy Queensland Pty Ltd 1,799.28 1,799.28 -
FCBT Direct Newcastle 10,305.00 10,305.00 -
George Francis FITZPATRICK - - -
Get Real Workwear & Safety 13,011.57 13,011.57 -
Glen Dwayne PHILLIPS 2,625.00 2,625.00 -
Graham Charles WALTON 35,791.16 35,791.16 -
Gregory Wayne MCDONALD 2,437.50 2,437.50 -
Hayden Taylor BADDOCK 52,410.00 52,410.00 -
Ian Keith SHORTER 14,782.50 14,782.50 -
J Blackwood (Mackay) 1,505.00 1,505.00 -
J BLACKWOODS & SONS 3,018.00 3,018.00 -
Jacob Noel ROBINSON 2,610.00 2,610.00 -
Meeting Attendance Register - CreditorsAddcar Highwall Mining Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person
Party? Attorney (General / Amount Amount for Attendingstate 'Yes' Specific)
Jared Wade SEMPLE 23,857.65 23,857.65 -
Jarrod Alexander NING 11,692.50 11,692.50 -
Jason Anthony MULLIGAN 2,805.00 2,805.00 -
Jet Engineering Tony Hutchinson G 205,945.16 205,945.16 205,945.16 Electronic Attendance
Joel MANSFIELD 1,312.50 1,312.50 -
John Donald KEMP 28,715.21 28,715.21 -
Jonathan Osano ARCEGA 3,585.00 3,585.00 -
Jordan James ROUTLEDGE 8,235.00 8,235.00 -
Justin Shay POKARIER Peter Haynes G 39,160.17 39,160.17 39,160.17 Electronic Attendance
Kane Michael BUGG Chairperson G 56,331.00 56,331.00 56,331.00 Electronic Attendance
Kinder Australia Pty Ltd 10,668.68 10,668.68 -
Lampson (Australia) Pty Ltd 71,638.00 71,638.00 -
Lewis Charles DAVIS 5,760.00 5,760.00 -
Liam Brett KELHEAR Chairperson G 13,402.50 13,402.50 13,402.50 Electronic Attendance
Luigi LAVIA Chairperson G 62,204.82 62,204.82 62,204.82 Electronic Attendance
Lyndon Peter TAPIOLAS Chairperson G 13,590.00 13,590.00 13,590.00 Electronic Attendance
M&P Services (Qld) Pty Ltd 18,247.49 18,247.49 -
MACKAY STICKERS AND SIGNS 473.00 473.00 -
MAPTEK PTY LYD 8,008.00 8,008.00 -
Matthew John SMITH 41,685.82 41,685.82 -
Michael Hermanus M MOSK Peter Haynes G 39,843.56 39,843.56 39,843.56 Electronic Attendance
MJB CLEANING & LAWN SERVICES 1,718.75 1,718.75 -
Montgomery BONNEY 3,750.00 3,750.00 -
Meeting Attendance Register - CreditorsAddcar Highwall Mining Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person
Party? Attorney (General / Amount Amount for Attendingstate 'Yes' Specific)
MOURA MITRE 10 8,791.00 8,791.00 -
Nathan Paul EVERINGHAM Chairperson G 13,050.00 13,050.00 13,050.00 Electronic Attendance
Neal Warren MARTIN 13,680.00 13,680.00 -
NEWCASTLE WORKWEAR SPECIALISTS 146.00 146.00 -
Nigel David SPRY Chairperson G 23,071.99 23,071.99 23,071.99 Electronic Attendance
Nigel James BOSTON 13,057.50 13,057.50 -
NOBLE ENGINEERING SERVICES P/L Brad Noble S 7,835.00 7,835.00 7,835.00 Electronic Attendance
ORACLE INDUSTRIES PTY LTD Brad Larlombe G 163,964.00 163,964.00 163,964.00 Electronic Attendance
Patrick STARRETT 2,812.50 2,812.50 -
Paul Andrew FENLON Peter Haynes G 23,221.13 23,221.13 23,221.13 Electronic Attendance
Paul Anthony REDDISH Chairperson G 25,723.31 25,723.31 25,723.31 Electronic Attendance
Peter James DAVOREN Chairperson G 12,810.00 12,810.00 12,810.00 Electronic Attendance
PinPoint Computer Services 8,497.39 8,497.39 -
Pipelion Manufacturing Pty Ltd Y Louise Mann S 59,615.00 59,615.00 59,615.00 Electronic Attendance
Pipelion Pty Ltd 1.00 1.00 -
PIRTEK MACKAY 5,305.59 5,305.59 -
Regan Charles DIEHM Peter Haynes G 73,313.12 73,313.12 73,313.12 Electronic Attendance
Remagen Corrs Chambers Westgrath S 14,972,953.63 14,972,953.63 14,972,953.63 Electronic Attendance
Ross Edward WILSON Peter Haynes G 34,723.13 34,723.13 34,723.13 Electronic Attendance
Russell Gregory POLLARD Peter Haynes G 12,547.50 12,547.50 12,547.50 Electronic Attendance
Sandal Welding Pty Ltd 1,254.00 1,254.00 -
SARINA CRANE HIRE PTY LTD 26,941.00 26,941.00 -
Shane Martin WHITLEY 11,287.50 11,287.50 -
Meeting Attendance Register - CreditorsAddcar Highwall Mining Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person
Party? Attorney (General / Amount Amount for Attendingstate 'Yes' Specific)
Shaun Michael ETHERIDGE Chairperson G 48,176.63 48,176.63 48,176.63 Electronic Attendance
Sign Shop 39.00 39.00 -
Simon David MEYER Peter Haynes G 35,969.10 35,969.10 35,969.10 Electronic Attendance
Stephen FROST Peter Haynes G 13,410.00 13,410.00 13,410.00 Electronic Attendance
Stephen William MOODY 3,367.50 3,367.50 -
Steven Barry JONES 15,518.79 15,518.79 -
Strata2 Pty Ltd 12,158.00 12,158.00 -
SWS Lawyers Pty Limited Chairperson G 10,307.00 10,307.00 10,307.00 Electronic Attendance
Thomas Matthew LAMB Chairperson G 34,632.04 34,632.04 34,632.04 Electronic Attendance
Thomas Nicholas SYLVESTER 2,437.50 2,437.50 -
Timothy WATSON 4,920.00 4,920.00 -
Toll Express 5,111.00 5,111.00 -
Trevor John RITCHIE 2,625.00 2,625.00 -
UNITED FASTENERS 612.00 612.00 -
Wade Edward GRIFFITHS Chairperson G 11,115.00 11,115.00 11,115.00 Electronic Attendance
William Andrew HILL Chairperson G 12,472.50 12,472.50 12,472.50 Electronic Attendance
Meeting Attendance Register - CreditorsAddcar Mining Solutions Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person
Party? Attorney (General / Amount Amount for Attendingstate 'Yes' Specific)
Addcar Highwall Mining Pty Ltd Y Louise Mann S 11,402,472.38 11,402,472.38 11,402,472.38 Electronic attendance
Alex Elder Peter Haynes S 198,715.02 198,715.02 198,715.02 Electronic attendance
All torque Transmissions A'sia Pty. Ltd 4,518.80 4,518.80 -
Australian Taxation Office Douglas Smith G - 1,763,600.00 1,763,600.00 Electronic attendance
CHIEF COMMISSIONER OF STATE REVENUE 19,120.79 19,120.79 -
Grant Case Peter Haynes S 227,796.62 227,796.62 227,796.62 Electronic attendance
Mark Carroll 185,337.07 185,337.07 -
Paul Brooker 66,355.22 66,355.22 -
Paul Valaire Peter Haynes S 243,552.52 243,552.52 243,552.52 Electronic attendance
Peter Haynes 171,928.47 171,928.47 171,928.47 Electronic attendance
PJS Plumbing 1,388.54 1,388.54 -
Remagen Lend ADR Pty Ltd Corrs Chambers Westgrath S 14,972,954.00 14,972,954.00 14,972,954.00 Electronic attendance
The Trustee for JS Engineering 92,400.00 92,400.00 -
Meeting Attendance Register - CreditorsPipelion Manufacturing Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person
Party? Attorney (General / Amount Amount for Attendingstate 'Yes' Specific)
Addcar Equipment Hire Pty Ltd Y Louise Mann S 157,269 157,269 157,269 Electronic Attendance
ADDCAR MINING SOLUTIONS PTY LTD Y Louise Mann S 2,880,642 2,880,642 2,880,641.66 Electronic Attendance
ADEPT ENGINEERING AUSTRALIA 253 253 -
Adept Inspection & Training S 253 253 253.00 Electronic Attendance
Alalal Pty Ltd Peter Haynes S 26,494 26,494 26,494.00 Electronic Attendance
Baker & Farrow Pty Ltd Chairperson G 196 196 196 Electronic Attendance
Bolts & Industrial Supplies 129 129 -
Bryan John EDWARDS - - -
CHIEF COMMISSIONER OF STATE REVENUE 7,063 7,063 -
COATES HIRE 974 974 -
Department of Planning, 484 484 -
Gentrade Peter Bladeni G 1 1 1.00 Electronic Attendance
GreenStorm Solutions 2,325 2,325 -
INDUSTRIAL GASKETS & SEALANTS Warwick Holford G 97 97 97.00 Electronic Attendance
INFORM PLASTICS Warwick Holford / Peter Hayne S 1,902 1,902 1,901.68 Electronic Attendance
IWR LIFTING (NEWCASTLE) 248 248 -
J Blackwood & Son Ltd 29 29 -
John BATES - - -
JS Engineering 47,520 47,520 -
Kurt THOMPSON - - -
LAKE MACQUARIE FORKLIFT SERVIC 1,788 1,788 -
Liam Grant CASE - - -
MAI WEL 4,807 4,807 -
MARTOGG AND COMPANY Peter Bladeni G 43,900 43,900 43,900.00 Electronic Attendance
MATTHEWS AUSTRALIASIA PTY LTD 3,313 3,313 -
MAXWELL RECRUITMENT & TRAINING Chairperson G 5,260 5,260 5,259.97 Electronic Attendance
Meeting Attendance Register - CreditorsPipelion Manufacturing Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person
Party? Attorney (General / Amount Amount for Attendingstate 'Yes' Specific)
Peter Michael HARRIS 2,619 2,619 -
Pipelion Pty Ltd Peter Haynes S 280,500 280,500 280,500.00 Electronic Attendance
Remagen Lend ADR Pty Ltd Corrs Chambers Westgrath S 14,972,954 14,972,954 14,972,954.00 Electronic Attendance
SIGNODE AUSTRALIA 602 602 -
SPECIALTY FASTENERS PTY LTD 10 10 -
UGM Diesel Services Pty Ltd Thomas Howes / Steve Simpson G 4,925 4,925 4,925.00 Electronic Attendance
West Tankers PTY LTD 714 714 -
WURTH AUSTRALIA PTY LTD 260 260 -
Meeting Attendance Register - CreditorsAddcar USA Interest Pty Ltd (Administrators Appointed)Second Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryAll CreditorsCreditor Name Related Name of Proxy or Type of Proxy Creditor RATA Creditor Claimed Value of Security Admitted to Vote Signature of Person
Party? Attorney (General / Amount Amount for Attendingstate 'Yes' Specific)
Addcar Management Services Pty Ltd Y Louise Mann S 742,167 742,167 742,167 Electronic Attendance
Remagen Lend ADR Pty Ltd Corrs Chambers Westgrath S 14,972,954 14,972,954 14,972,954 Electronic Attendance
Meeting Attendance Register - ObserversThe Addcar GroupSecond Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryCompany in Administration Name of Observer Signature of Person Attending
Addcar Equipment Hire Pty Ltd Frank Lantry Electronic attendance
Addcar Equipment Hire Pty Ltd Jeanne Lubbe Electronic attendance
Addcar Equipment Hire Pty Ltd Nick Milios Electronic attendance
Addcar Equipment Hire Pty Ltd Paul Gear Electronic attendance
Addcar Equipment Hire Pty Ltd Penny Young Electronic attendance
Addcar Equipment Hire Pty Ltd Richard Saltmarsh Electronic attendance
Addcar Highwall Mining Pty Ltd Daniel Blyton Electronic attendance
Addcar Highwall Mining Pty Ltd Joel Mansfield Electronic attendance
Addcar Highwall Mining Pty Ltd Lyndon Tapiolas Electronic attendance
Addcar Highwall Mining Pty Ltd Paul Fenlon Electronic attendance
Addcar Highwall Mining Pty Ltd Shaun Etheridge Electronic attendance
Addcar Highwall Mining Pty Ltd Vanessa Smith Electronic attendance
Addcar Highwall Mining Pty Lyd Justin Pokarier Electronic attendance
Addcar Holdings Pty Ltd Tean Kerr Electronic attendance
Addcar Management Services Pty Ltd Brad Williams Electronic attendance
Addcar Management Services Pty Ltd Conrad Smith Electronic attendance
Addcar Management Services Pty Ltd Holly Takagaki Electronic attendance
Addcar Management Services Pty Ltd Kerri Moore Electronic attendance
Meeting Attendance Register - ObserversThe Addcar GroupSecond Creditors Meeting held virtually by webinar and teleconference at Level 12, 20 Martin Place, Sydney NSW 2000 on 22 April 2020 at 3:00PMChairperson: Jonathan HenryCompany in Administration Name of Observer Signature of Person Attending
Addcar Management Services Pty Ltd Mark Mamone Electronic attendance
Addcar Management Services Pty Ltd Owen Starr Electronic attendance
Addcar Mining Services Pty Ltd Paul Brooker Electronic attendance
Addcar Mining Solutions Pty Ltd Peter Haynes Electronic attendance
Addcar Mining Solutions Pty Ltd Sarah Williams-Hart Electronic attendance
Addcar Mining Solutions Pty Ltd Kelvin Morely Electronic attendance
Addcar Mining Solutions Pty Limited ACN 127 633 694
Addcar Engineers Pty Limited ACN 077 167 116
Addcar Holdings Pty Limited ACN 110 563 758
Addcar Management Services Pty Ltd ACN 137 939 416
Addcar Contracting Services Pty Ltd ACN 603 120 716
Addcar Equipment Hire Pty Ltd ACN 603 121 615
Addcar Engineers Civil Services Division Pty Ltd ACN 118 214 172
Pipelion Manufacturing Pty Ltd ACN 139 846 745
Addcar Highwall Mining Pty Ltd ACN 139 849 246
Addcar USA Interest Pty Limited ACN 633 757 712
(All Administrators Appointed)
(collectively, “the Addcar Group” or individually “the Company”)
Resolution Outcomes
4 May 2020
1
Contents
Introduction ...................................................................................................................................................................................................................... 2
Resolution Outcomes ................................................................................................................................................................................................... 3
Addcar Contracting Services Pty Ltd (Administrators Appointed) ........................................................................................................ 3
Addcar Equipment Hire Pty Ltd (Administrators Appointed) .................................................................................................................. 5
Addcar Highwall Mining Pty Ltd (Administrators Appointed) ................................................................................................................. 6
Addcar Mining Solutions Pty Ltd (Administrators Appointed) ................................................................................................................ 7
Addcar Engineers Pty Ltd (Administrators Appointed) ............................................................................................................................ 10
Addcar Holdings Pty Ltd (Administrators Appointed) .............................................................................................................................. 13
Addcar Management Services Pty Ltd (Administrators Appointed) .................................................................................................. 16
Addcar Engineers Civil Services Division Pty Ltd (Administrators Appointed) ............................................................................. 18
Pipelion Manufacturing Pty Ltd (Administrators Appointed) ................................................................................................................ 21
Addcar USA Interest Pty Ltd (Administrators Appointed) ...................................................................................................................... 24
2
Introduction
As you are aware, on 22 April 2020 at 3.00pm, the Addcar Group held its Second Meeting of Creditors.
Under guidance from Australian Securities and Investments Commission and ARITA (the Insolvency industry
governing body) all resolutions at the meeting were required to be held as a poll rather than passed “on the voices”.
The purpose of this document is to provide creditors with details regarding the outcome of the voting during the
course of the meeting.
3
Resolution Outcomes
Addcar Contracting Services Pty Ltd (Administrators Appointed)
1. Meetings to be held concurrently
That the meeting of creditors of the Company be held concurrently.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 2 15,003,054
Against - -
Abstaining - -
The chairperson therefore declared the resolution carried.
2. Remuneration from 9 March 2020 to 9 April 2020
That the remuneration of the Voluntary Administrators of Addcar Contracting Services Pty Ltd (Administrators
Appointed) for the period 9 March 2020 to 9 April 2020, calculated at hourly rates as detailed in the Initial
Remuneration Notice dated 12 March 2020, is determined in the sum of $7,459.50, exclusive of GST.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 1 14,972,954
Against - -
Abstaining 1 30,100
The chairperson therefore declared the resolution carried.
3. Remuneration from 10 April 2020 to second meeting or DOCA
That the future remuneration of the Voluntary Administrators of Addcar Contracting Services Pty Ltd
(Administrators Appointed) from 10 April 2020 to the later of the Second Meeting of Creditors or the execution of
a DOCA, is determined at a sum equal to the cost of time spent by the Voluntary Administrators and their
partners and staff, calculated at the hourly rates as detailed in the Initial Remuneration Notice dated 12 March
2020, up to a capped amount of $17,036.50, exclusive of GST
4
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 1 14,972,954
Against - -
Abstaining 1 30,100
The chairperson therefore declared the resolution carried.
4. Deed of Company Arrangement
That the Company Execute a Deed of Company Arrangement and Jonathan Henry, Jason Preston and Jamie Harris
be appointed Joint and Several Deed Administrators.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 1 14,972,954
Against - -
Abstaining 1 30,100
The chairperson therefore declared the resolution carried.
5. Prospective DOCA remuneration
That the initial remuneration of the Deed Administrators of Addcar Contracting Services Pty Ltd (to be Subject to
Deed of Company Arrangement), for the period of the DOCA, calculated at the hourly rates as detailed in the Initial
Remuneration Notice dated 12 March 2020, is approved up to a capped amount of $75,016.00 exclusive of GST,
and the Deed Administrators may pay the remuneration as incurred on a monthly basis or as otherwise determined
by the Deed Administrators.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 1 14,972,954
Against - -
Abstaining 1 30,100
The chairperson therefore declared the resolution carried.
5
Addcar Equipment Hire Pty Ltd (Administrators Appointed)
1. Meetings to be held concurrently
That the meeting of creditors of the Company be held concurrently.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 10 60,099,005
Against - -
Abstaining 2 558,038
The chairperson therefore declared the resolution carried.
2. Deed of Company Arrangement
That the Company Execute a Deed of Company Arrangement and Jonathan Henry, Jason Preston and Jamie Harris
be appointed Joint and Several Deed Administrators.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 6 15,197,324
Against 1 251,988
Abstaining 5 45,207,730
The chairperson therefore declared the resolution carried.
3. Prospective DOCA remuneration
That the initial remuneration of the Deed Administrators of Addcar Equipment Hire Pty Ltd (to be Subject to Deed
of Company Arrangement), for the period of the DOCA, calculated at the hourly rates as detailed in the Initial
Remuneration Notice dated 12 March 2020, is approved up to a capped amount of $75,070.70 exclusive of GST,
and the Deed Administrators may pay the remuneration as incurred on a monthly basis or as otherwise
determined by the Deed Administrators.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 5 15,824,373
Against 1 23,228
Abstaining 7 45,362,347
The chairperson therefore declared the resolution carried.
6
Addcar Highwall Mining Pty Ltd (Administrators Appointed)
1. Meetings to be held concurrently
That the meeting of creditors of the Company be held concurrently.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 19 28,177,925
Against - -
Abstaining - -
The chairperson therefore declared the resolution carried.
2. Deed of Company Arrangement
That the Company Execute a Deed of Company Arrangement and Jonathan Henry, Jason Preston and Jamie Harris
be appointed Joint and Several Deed Administrators.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 14 15,717,679
Against 1 523,509
Abstaining 4 11,936,736
The chairperson therefore declared the resolution carried.
3. Prospective DOCA remuneration
That the initial remuneration of the Deed Administrators of Addcar Highwall Mining Pty Ltd (to be Subject to Deed
of Company Arrangement), for the period of the DOCA, calculated at the hourly rates as detailed in the Initial
Remuneration Notice dated 12 March 2020, is approved up to a capped amount of $75,016.00 exclusive of GST,
and the Deed Administrators may pay the remuneration as incurred on a monthly basis or as otherwise determined
by the Deed Administrators.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 14 15,717,679
Against - -
Abstaining 5 12,460,246
The chairperson therefore declared the resolution carried.
7
Addcar Mining Solutions Pty Ltd (Administrators Appointed)
1. Meetings to be held concurrently
That the meeting of creditors of the Company be held concurrently.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 6 28,809,091
Against - -
Abstaining - -
The chairperson therefore declared the resolution carried.
2. Appointment of liquidators
That the Company be wound up and Jonathan Henry, Jason Preston and Jamie Harris be appointed Joint and
Several Liquidators.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 5 17,406,618
Against - -
Abstaining 1 11,402,472
The chairperson therefore declared the resolution carried.
3. Prospective liquidation remuneration
That the future remuneration of the Liquidators of Addcar Mining Solutions Pty Ltd (to be In Liquidation) for the
period of the liquidation calculated at the hourly rates as detailed in the Initial Remuneration Notice dated 12 March
2020, up to a capped amount of $50,047.50, exclusive of GST.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 4 15,643,018
Against - -
Abstaining 2 13,166,072
The chairperson therefore declared the resolution carried.
8
4. Liquidators prospective internal disbursements
“That the future internal disbursements (that may have an element of profit or advantage to a related party) of
the Liquidators from the Second creditors meeting to the finalisation of the Liquidation, calculated at the rates as
detailed in the Initial Remuneration Notice dated 12 March 2020, are approved up to a capped amount of
$6,000.00, exclusive of GST.”
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 4 15,643,018
Against - -
Abstaining 2 13,166,072
The chairperson therefore declared the resolution carried.
5. Liquidators ability to compromise debts
That so far as necessary for the beneficial winding up of the Company, the Liquidators are hereby authorised
pursuant to subsections 506(1A) and 477(2A) of the Corporations Act 2001 to comprise any debts greater than the
prescribed amount (currently $100,000).
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 5 27,045,491
Against - -
Abstaining 1 1,763,600
The chairperson therefore declared the resolution carried.
6. Liquidators ability to enter into agreements
That so far as necessary for the beneficial winding up of the Company, the Liquidators are hereby authorised to
enter any agreements on behalf of the Company involving a term or obligations extending for more than three
months.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 5 27,045,491
Against - -
Abstaining 1 1,763,600
The chairperson therefore declared the resolution carried.
9
7. Destruction of books and records
That the books and records of the company may be destroyed following the deregistration of the company,
subject to the consent of the Australian Securities & Investments Commission being obtained.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 5 27,045,491
Against - -
Abstaining 1 1,763,600
The chairperson therefore declared the resolution carried.
10
Addcar Engineers Pty Ltd (Administrators Appointed)
1. Meetings to be held concurrently
That the meeting of creditors of the Company be held concurrently.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 1 14,972,954
Against - -
Abstaining - -
The chairperson therefore declared the resolution carried.
2. Remuneration from 9 March 2020 to 9 April 2020
That the remuneration of the Voluntary Administrators of Addcar Engineers Pty Ltd (Administrators Appointed) for
the period 9 March 2020 to 9 April 2020, calculated at hourly rates as detailed in the Initial Remuneration Notice
dated 12 March 2020, is determined in the sum of $6,835.50, exclusive of GST.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 1 14,972,954
Against - -
Abstaining - -
The chairperson therefore declared the resolution carried.
3. Remuneration from 10 April 2020 to second meeting
That the future remuneration of the Voluntary Administrators of Addcar Engineers Pty Ltd (Administrators
Appointed) from 10 April 2020 to the Second Meeting of Creditors is determined at a sum equal to the cost of
time spent by the Voluntary Administrators and their partners and staff, calculated at the hourly rates as detailed
in the Initial Remuneration Notice dated 12 March 2020, up to a capped amount of $1,592.00, exclusive of GST.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 1 14,972,954
Against - -
Abstaining - -
The chairperson therefore declared the resolution carried.
11
4. Appointment of liquidators
That the Company be wound up and Jonathan Henry, Jason Preston and Jamie Harris be appointed Joint and
Several Liquidators.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 1 14,972,954
Against - -
Abstaining - -
The chairperson therefore declared the resolution carried.
5. Prospective liquidation remuneration
That the future remuneration of the Liquidators of Addcar Engineers Pty Ltd (In Liquidation) for the period of the
Liquidation calculated at the hourly rates as detailed in the Initial Remuneration Notice dated 12 March 2020, up
to a capped amount of $12,000.00, exclusive of GST.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 1 14,972,954
Against - -
Abstaining - -
The chairperson therefore declared the resolution carried.
6. Liquidators ability to compromise debts
That so far as necessary for the beneficial winding up of the Company, the Liquidators are hereby authorised
pursuant to subsections 506(1A), 477(2A) and 477(2B) of the Corporations Act 2001 to comprise any debts greater
than the prescribed amount (currently $100,000).
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 1 14,972,954
Against - -
Abstaining - -
The chairperson therefore declared the resolution carried.
12
7. Liquidators ability to enter into agreements
That so far as necessary for the beneficial winding up of the Company, the Liquidators are hereby authorised to
enter any agreements on behalf of the Company involving a term or obligations extending for more than three
months.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 1 14,972,954
Against - -
Abstaining - -
The chairperson therefore declared the resolution carried.
8. Destruction of books and records
That the books and records of the company may be destroyed following the deregistration of the company,
subject to the consent of the Australian Securities & Investments Commission being obtained.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 1 14,972,954
Against - -
Abstaining - -
The chairperson therefore declared the resolution carried.
13
Addcar Holdings Pty Ltd (Administrators Appointed)
1. Meetings to be held concurrently
That the meeting of creditors of the Company be held concurrently.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 3 21,645,841
Against - -
Abstaining - -
The chairperson therefore declared the resolution carried.
2. Remuneration from 9 March 2020 to 9 April 2020
That the remuneration of the Voluntary Administrators of Addcar Holdings Pty Ltd (Administrators Appointed) for
the period 9 March 2020 to 9 April 2020, calculated at hourly rates as detailed in the Initial Remuneration Notice
dated 12 March 2020, is determined in the sum of $12,614.00, exclusive of GST.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 1 14,972,954
Against - -
Abstaining 2 6,672,887
The chairperson therefore declared the resolution carried.
3. Remuneration from 10 April 2020 to second meeting
That the future remuneration of the Voluntary Administrators of Addcar Holdings Pty Ltd (Administrators
Appointed) from 10 April 2020 to the Second Meeting of Creditors is determined at a sum equal to the cost of
time spent by the Voluntary Administrators and their partners and staff, calculated at the hourly rates as detailed
in the Initial Remuneration Notice dated 12 March 2020, up to a capped amount of $1,592.00, exclusive of GST.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 1 14,972,954
Against - -
Abstaining 2 6,672,887
The chairperson therefore declared the resolution carried.
14
4. Appointment of liquidators
That the Company be wound up and Jonathan Henry, Jason Preston and Jamie Harris be appointed Joint and
Several Liquidators.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 2 16,736,554
Against - -
Abstaining 1 4,909,287
The chairperson therefore declared the resolution carried.
5. Prospective liquidation remuneration
That the future remuneration of the Liquidators of Addcar Holdings Pty Ltd (In Liquidation) for the period of the
liquidation calculated at the hourly rates as detailed in the Initial Remuneration Notice dated 12 March 2020, up
to a capped amount of $12,000.00, exclusive of GST.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 1 14,972,954
Against - -
Abstaining 2 6,672,887
The chairperson therefore declared the resolution carried.
6. Liquidators ability to compromise debts
That so far as necessary for the beneficial winding up of the Company, the Liquidators are hereby authorised
pursuant to subsections 506(1A) and 477(2A) of the Corporations Act 2001 to comprise any debts greater than
the prescribed amount (currently $100,000).
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 2 19,882,241
Against - -
Abstaining 1 1,763,600
The chairperson therefore declared the resolution carried.
15
7. Liquidators ability to enter into agreements
That so far as necessary for the beneficial winding up of the Company, the Liquidators are hereby authorised to
enter any agreements on behalf of the Company involving a term or obligations extending for more than three
months.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 2 19,882,241
Against - -
Abstaining 1 1,763,600
The chairperson therefore declared the resolution carried.
8. Destruction of books and records
That the books and records of the company may be destroyed following the deregistration of the company,
subject to the consent of the Australian Securities & Investments Commission being obtained.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 2 19,882,241
Against - -
Abstaining 1 1,763,600
The chairperson therefore declared the resolution carried.
16
Addcar Management Services Pty Ltd (Administrators Appointed)
1. Meetings to be held concurrently
That the meeting of creditors of the Company be held concurrently.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 17 47,068,748
Against - -
Abstaining - -
The chairperson therefore declared the resolution carried.
2. Appointment of liquidators
That the Company be wound up and Jonathan Henry, Jason Preston and Jamie Harris be appointed Joint and
Several Liquidators.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 12 16,049,095
Against - -
Abstaining 5 31,019,653
The chairperson therefore declared the resolution carried.
3. Prospective liquidation remuneration
That the future remuneration of the Liquidators of Addcar Management Services Pty Ltd (to be In Liquidation) for
the period of the liquidation calculated at the hourly rates as detailed in the Initial Remuneration Notice dated 12
March 2020, up to a capped amount of $50,031.50, exclusive of GST.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 12 16,049,095
Against - -
Abstaining 5 31,019,653
The chairperson therefore declared the resolution carried.
17
4. Liquidators ability to compromise debts
That so far as necessary for the beneficial winding up of the Company, the Liquidators are hereby authorised
pursuant to subsections 506(1A), 477(2A) and 477(2B) of the Corporations Act 2001 to comprise any debts greater
than the prescribed amount (currently $100,000).
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 16 46,498,144
Against 1 570,603
Abstaining - -
The chairperson therefore declared the resolution carried.
5. Liquidators ability to enter into agreements
That so far as necessary for the beneficial winding up of the Company, the Liquidators are hereby authorised to
enter any agreements on behalf of the Company involving a term or obligations extending for more than three
months.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 17 47,068,748
Against - -
Abstaining - -
The chairperson therefore declared the resolution carried.
6. Destruction of books and records
That the books and records of the company may be destroyed following the deregistration of the company,
subject to the consent of the Australian Securities & Investments Commission being obtained.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 16 46,498,144
Against 1 570,603
Abstaining - -
The chairperson therefore declared the resolution carried.
18
Addcar Engineers Civil Services Division Pty Ltd (Administrators Appointed)
1. Meetings to be held concurrently
That the meeting of creditors of the Company be held concurrently.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 2 57,009,694
Against - -
Abstaining - -
The chairperson therefore declared the resolution carried.
2. Remuneration from 9 March 2020 to 9 April 2020
That the remuneration of the Voluntary Administrators of Addcar ECSD Pty Ltd (Administrators Appointed) for the
period 9 March 2020 to 9 April 2020, calculated at hourly rates as detailed in the Initial Remuneration Notice
dated 12 March 2020, is determined in the sum of $6,811.00, exclusive of GST.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 1 14,972,954
Against - -
Abstaining 1 42,036,740
The chairperson therefore declared the resolution carried.
3. Remuneration from 10 April 2020 to second meeting
That the future remuneration of the Voluntary Administrators of Addcar ECSD Pty Ltd (Administrators Appointed)
from 10 April 2020 to the Second Meeting of Creditors is determined at a sum equal to the cost of time spent by
the Voluntary Administrators and their partners and staff, calculated at the hourly rates as detailed in the Initial
Remuneration Notice dated 12 March 2020, up to a capped amount of $1,592.00, exclusive of GST.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 1 14,972,954
Against - -
Abstaining 1 42,036,740
The chairperson therefore declared the resolution carried.
19
4. Appointment of liquidators
That the Company be wound up and Jonathan Henry, Jason Preston and Jamie Harris be appointed Joint and
Several Liquidators.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 1 57,009,694
Against - -
Abstaining 1 42,036,740
The chairperson therefore declared the resolution carried.
5. Prospective liquidation remuneration
That the future remuneration of the Liquidators of Addcar Engineers Civil Services Division Pty Ltd (In Liquidation)
for the period of the liquidation calculated at the hourly rates as detailed in the Initial Remuneration Notice dated
12 March 2020, up to a capped amount of $12,000.00, exclusive of GST.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 1 14,972,954
Against - -
Abstaining 1 42,036,740
The chairperson therefore declared the resolution carried.
6. Liquidators ability to compromise debts
That so far as necessary for the beneficial winding up of the Company, the Liquidators are hereby authorised
pursuant to subsections 506(1A) and 477(2A) of the Corporations Act 2001 to comprise any debts greater than the
prescribed amount (currently $100,000).
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 2 57,009,694
Against - -
Abstaining - -
The chairperson therefore declared the resolution carried.
20
7. Liquidators ability to enter into agreements
That so far as necessary for the beneficial winding up of the Company, the Liquidators are hereby authorised to
enter any agreements on behalf of the Company involving a term or obligations extending for more than three
months.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 2 57,009,694
Against - -
Abstaining - -
The chairperson therefore declared the resolution carried.
8. Destruction of books and records
That the books and records of the company may be destroyed following the deregistration of the company,
subject to the consent of the Australian Securities & Investments Commission being obtained.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 2 57,009,694
Against - -
Abstaining - -
The chairperson therefore declared the resolution carried.
21
Pipelion Manufacturing Pty Ltd (Administrators Appointed)
1. Meetings to be held concurrently
That the meeting of creditors of the Company be held concurrently.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 7 18,363,661
Against - -
Abstaining 1 253
The chairperson therefore declared the resolution carried.
2. Remuneration from 9 March 2020 to 9 April 2020
That the remuneration of the Voluntary Administrators of Pipelion Manufacturing Pty Ltd (Administrators
Appointed) for the period 9 March 2020 to 9 April 2020, calculated at hourly rates as detailed in the Initial
Remuneration Notice dated 12 March 2020, is determined in the sum of $42,877.00, exclusive of GST.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 5 15,325,750
Against - -
Abstaining 3 3,038,164
The chairperson therefore declared the resolution carried.
3. Remuneration from 10 April 2020 to second meeting
That the future remuneration of the Voluntary Administrators of Pipelion Manufacturing Pty Ltd (Administrators
Appointed) from 10 April 2020 to the Second Meeting of Creditors is determined at a sum equal to the cost of
time spent by the Voluntary Administrators and their partners and staff, calculated at the hourly rates as detailed
in the Initial Remuneration Notice dated 12 March 2020, up to a capped amount of $6,588.50, exclusive of GST.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 5 15,325,750
Against - -
Abstaining 3 3,038,164
The chairperson therefore declared the resolution carried.
22
4. Appointment of liquidators
That the Company be wound up and Jonathan Henry, Jason Preston and Jamie Harris be appointed Joint and
Several Liquidators.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 7 15,330,676
Against - -
Abstaining 3 3,038,164
The chairperson therefore declared the resolution carried.
5. Prospective liquidation remuneration
That the future remuneration of the Liquidators of Pipelion Manufacturing Pty Ltd (In Liquidation) for the period
of the liquidation calculated at the hourly rates as detailed in the Initial Remuneration Notice dated 12 March
2020, up to a capped amount of $50,030.50, exclusive of GST.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 7 15,330,676
Against - -
Abstaining 3 3,038,164
The chairperson therefore declared the resolution carried.
6. Liquidators ability to compromise debts
That so far as necessary for the beneficial winding up of the Company, the Liquidators are hereby authorised
pursuant to subsections 506(1A) and 477(2A) of the Corporations Act 2001 to comprise any debts greater than the
prescribed amount (currently $100,000).
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 7 18,324,686
Against 2 43,901
Abstaining 1 253
The chairperson therefore declared the resolution carried.
23
7. Liquidators ability to enter into agreements
That so far as necessary for the beneficial winding up of the Company, the Liquidators are hereby authorised to
enter any agreements on behalf of the Company involving a term or obligations extending for more than three
months.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 9 18,368,587
Against - -
Abstaining 1 253
The chairperson therefore declared the resolution carried.
8. Destruction of books and records
That the books and records of the company may be destroyed following the deregistration of the company,
subject to the consent of the Australian Securities & Investments Commission being obtained.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 9 18,368,587
Against - -
Abstaining 1 253
The chairperson therefore declared the resolution carried.
24
Addcar USA Interest Pty Ltd (Administrators Appointed)
1. Meetings to be held concurrently
That the meeting of creditors of the Company be held concurrently.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 2 15,715,121
Against - -
Abstaining - -
The chairperson therefore declared the resolution carried.
2. Remuneration from 9 March 2020 to 9 April 2020
That the remuneration of the Voluntary Administrators of Addcar USA Interest Pty Ltd (Administrators Appointed)
for the period 9 March 2020 to 9 April 2020, calculated at hourly rates as detailed in the Initial Remuneration
Notice dated 12 March 2020, is determined in the sum of $7,043.50, exclusive of GST.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 1 14,972,954
Against - -
Abstaining 1 742,167
The chairperson therefore declared the resolution carried.
3. Remuneration from 10 April 2020 to second meeting
That the future remuneration of the Voluntary Administrators of Addcar USA Interest Pty Ltd (Administrators
Appointed) from 10 April 2020 to the Second Meeting of Creditors is determined at a sum equal to the cost of
time spent by the Voluntary Administrators and their partners and staff, calculated at the hourly rates as detailed
in the Initial Remuneration Notice dated 12 March 2020, up to a capped amount of $4,500.50, exclusive of GST.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 1 14,972,954
Against - -
Abstaining 1 742,167
The chairperson therefore declared the resolution carried.
25
4. Appointment of liquidators
That the Company be wound up and Jonathan Henry, Jason Preston and Jamie Harris be appointed Joint and
Several Liquidators.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 1 14,972,954
Against - -
Abstaining 1 742,167
The chairperson therefore declared the resolution carried.
5. Prospective liquidation remuneration
That the future remuneration of the Liquidators of Addcar USA Interest Pty Ltd (In Liquidation) for the period of
the liquidation calculated at the hourly rates as detailed in the Initial Remuneration Notice dated 12 March 2020,
up to a capped amount of $50,066.50, exclusive of GST.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 1 14,972,954
Against - -
Abstaining 1 742,167
The chairperson therefore declared the resolution carried.
6. Liquidators ability to compromise debts
That so far as necessary for the beneficial winding up of the Company, the Liquidators are hereby authorised
pursuant to subsections 506(1A), 477(2A) and 477(2B) of the Corporations Act 2001 to comprise any debts greater
than the prescribed amount (currently $100,000).
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 2 15,715,121
Against - -
Abstaining - -
The chairperson therefore declared the resolution carried.
26
7. Liquidators ability to enter into agreements
That so far as necessary for the beneficial winding up of the Company, the Liquidators are hereby authorised to
enter any agreements on behalf of the Company involving a term or obligations extending for more than three
months.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 2 15,715,121
Against - -
Abstaining - -
The chairperson therefore declared the resolution carried.
8. Destruction of books and records
That the books and records of the company may be destroyed following the deregistration of the company,
subject to the consent of the Australian Securities & Investments Commission being obtained.
Record of votes based on a poll:
Vote Number of votes Value of votes
In Favour 2 15,715,121
Against - -
Abstaining - -
The chairperson therefore declared the resolution carried.
Annexure A
1
FORM 509E
Paragraph 450B(a)
Corporations Act (2001)
NOTICE TO CREDITORS OF EXECUTION OF A
DEED OF COMPANY ARRANGEMENT
Addcar Equipment Hire Pty Ltd (Deed of Company Arrangement effectuated)
(Addcar Highwall Mining)
Addcar Highwall Mining Pty Ltd (Deed of Company Arrangement effectuated)
(Addcar Equipment Hire)
Addcar Contracting Services Pty Ltd (subject to a Deed of Company Arrangement)
(Addcar Contracting Services)
(the Companies)
1. Notice is given under section 450B that the Companies executed a Deed of Company Arrangement
(DOCA) on 22 April 2020.
2. Under the terms of the DOCA, immediately after execution, the DOCAs for Addcar Highwall Mining
and Addcar Equipment Hire were effectuated, and the Deed Administrators ceased their appointment.
These companies continue to trade under the control of the incumbent management.
3. A copy of the deed may be inspected at by emailing [email protected].
Dated 4 May 2020.
__________________________
Jonathan Henry
Joint & Several Deed Administrator
1
Addcar Mining Solutions Pty Ltd Addcar Engineers Pty Ltd Addcar Holdings Pty LtdAddcar Management Services Pty LtdAddcar Contracting Services Pty LtdAddcar Equipment Hire Pty Ltd Addcar Engineers Civil Services Division Pty LtdPipelion Manufacturing Pty LtdAddcar Highwall Mining Pty LtdAddcar USA Interest Pty Ltd(All Administrators Appointed)(Collectively “the Addcar Group”)
Second Meeting of Creditors
22 April 2020
2
Introduction
– Meeting formalities and overview of voting process
– Purpose of meetings
– Meetings to be held concurrently
– Overview of the Addcar Group and the Voluntary Administration
Voluntary Administration of the Addcar Group
– Events leading to the Voluntary Administration
– Overview of the Administration
– Financial position and performance and reasons for failure
– Administrators’ sale process
– Investigations
– Proposed Deed of Company Arrangement
– Return to creditors
Administrators’ recommendation for the future of the Addcar Group
Resolutions regarding the future of the Addcar Group
Remuneration resolutions
Questions
Agenda
3
Open meeting
Administrator Chairperson: IPR 75-50
Introductions:
– Jonathan Henry (Administrator)
– Chris Johnson (McGrathNicol Director)
– Louise Mann (McGrathNicol Senior Manager)
Attendance register
Quorum: IPR 75-105
Administrators’ report to creditors pursuant to IPR 75-225 (“the Administrators’ Report”)
Proofs of debt and proxies
DIRRI
Voting
Formalities
4
DIRRI dated 12 March 2020 - distributed with notice of First meeting
On 2 April 2020 an updated DIRRI was lodged with ASIC as on 26 March 2020, the Administrators agreed a funding facility with Remagen Lend ADR Pty Ltd as trustee of the Remagen Lend ADR Unit Trust (Remagen), which comprised two tranches:
– Australian Voluntary Administration Funding line of $2 million (available to the Administrators upon execution in accordance with agreed drawdown procedures); and
– Demobilisation and USA operations contingency funding line of $3 million.
These sums represent an indemnity for trading and sale costs and the Administrators’ fees and costs which may be drawn upon if the assets of the companies are insufficient to meet these costs.
The indemnity is unconditional, and any funds utilised for payment of our remuneration will not be drawn down until relevant approval has been obtained under the Corporations Act.
A replacement DIRRI was distributed with the Report to Creditors and is available for inspection
We remain of the view that we are free of any potential conflict of interest
A Replacement DIRRI available on McGrathNicol website and therefore is tabled at the meeting.
Declaration of Independence, Relevant Relationships and Indemnities (DIRRI)
5
Due to the extraordinary circumstances regarding the COVID-19 pandemic, ASIC have advised that all votes should now be carried by poll rather than on the voices.
Voting
Creditors have been provided with links to poll “surveys” in advance of the meeting.Please copy and paste the links provided in your invite in order to vote.In the poll link, tick “In favour of”, “Against” or “Abstain” for each resolution as the chairperson reads them out.There will be an adjournment for the proposed DOCA companies whilst votes are counted.
General proxies: fill in the online poll for each general proxy you hold – using each individual identification number you have been provided with.
Special proxies: we already have your creditor’s vote (provided in advance)
When more creditors (either in the online meeting or via proxy) vote for it than vote against it ANDWhen those who vote for it are owed a greater amount of money than those who vote against it
How to vote
Voting via proxy
How the resolutionis passed
6
Proposed DOCA Companies
Addcar Highwall Mining
Addcar Equipment Hire
Addcar Contracting Services
Purpose of meetings
Non-DOCA Companies
Addcar Engineers;
Addcar ECSD;
Addcar Management Services;
Addcar Mining Solutions;
Addcar Holdings;
Pipelion Manufacturing; and
Addcar USA interest.
enter into a Deed of Company Arrangement
enter into Liquidation
be returned to the Current Directors
enter into Liquidation
be returned to the Current Directors
7
“that the meetings of creditors of each of the Addcar Group companies, being:
Addcar Mining Solutions Pty Ltd
Addcar Engineers Pty Ltd
Addcar Holdings Pty Ltd
Addcar Management Services Pty Ltd
Addcar Contracting Services Pty Ltd
Addcar Equipment Hire Pty Ltd
Addcar Engineers Civil Services Division Pty Ltd
Pipelion Manufacturing Pty Ltd
Addcar Highwall Mining Pty Ltd
Addcar USA Interest Pty Ltd
(All Administrators Appointed)
be held concurrently”
Resolution: meetings to be held concurrently
8
Overview of the Addcar Group
Not in Administration
Key:
Business Units
Highwall Mining Related entity
Corporate Employing entity
Pipelion Manufacturing Subject to Administration
ACN 603 120 716ACN 603 121 615 ACN 118 214 172 ACN 139 846 745 ACN 139 849 246
Addcar Systems LLCAddcar Engineers Civil
Services Division Pty Ltd
Pipelion Manufacturing Pty
Ltd
Addcar Mining
Solutions Pty Ltd
Addcar USA Interest
Pty Ltd
ACN 127 633 694 ACN 633 757 712
Addcar Engineers Pty
Ltd
Addcar Holdings Pty
Ltd
Addcar Management
Services Py Ltd
ACN 077 167 113 ACN 110 563 758 ACN 137 939 416
Addcar Contracting
Services Pty Ltd
Addcar Equipment Hire
Pty Ltd
Addcar Highwall Mining
Pty Ltd
9
Events leading to Administration
FY15Rev: $79.8m
EBITDA: $17.3m
2017 Sale of
Engenicom Pty Ltd to Associate
9 March 2020Voluntary
Administrators appointed to Addcar Group
Dec 19Incident in pit 3 –
Dawson mine.Hog miner and 2 cars
trapped underground –results in reduced rate.FY16
Rev: $70.1mEBITDA: $5.2m
FY17 Rev: $67.75mEBITDA: $5.4m
FY18Rev: $84.6m
EBITDA: $3.3m
1997UGM Founded in 1997 in the Hunter Valley,
NSW
2011UGM entered the highwall
mining market, and secured the
licence to operate the
Addcar mining system from
BHP
2014UGM acquired Addcar from its
US owners
Nov 2018Addcar secures
Facility A: Secured Loan Note facility
$13.5m
Nov 2019Addcar secures
Facility B: Secured Loan Note –CapEx facility
$2.0m
30 Jan 2020Addcar secures
Facility C: Secured Loan Note facility
$2.0m
Oct 2019 – Mar 2020US sale to Mega
(delayed completion)
FY19*Rev: $82.9m
EBITDA: $14.3
Oct 18Sale of UGM
Diesel Services Pty Limited, UGM Electrical Services
Pty Ltd and Underground
Coal$31.5m
FY19Dividend paid $14.0m
Debt repaid$18.0m
2 Mar 2020Addcar seeks
further secured funding
$4.0m
*Continuing operations Labour/plant hire HWM $63.6mManufacturing $3.3mMachine Sales $16.0mTotal $82.9m
Mar 2019$13.5m transferred to support US business
& commence Cline JV
Feb 202025.6 million owed by US Operations
10
Overview of the Administration
Appointment
9 March 2020
Administrators take control of Addcar Group and its assets
Moratorium period Outcome of VA
14 April 2020
Second COI Meeting
21 April 2020
Third COI Meeting
22 April 2020
2nd meeting of creditors held
Options:
(i) DOCA
(ii) Liquidation
(iii) Return to director
April 2020
Employee entitlements review
15 April 2020
Issue Administration Report and form opinion as to future of the Addcar Group
13 March 2020 – 15 April 2020
Sale process and negotiation of DOCA
12 March 2020
1st meeting of creditors held
March 2020
De-mobilisation of Millennium mine site
31 March 2020
First COI Meeting
Decision to trade
Remagen NBIO
Negotiations regarding offer and terms
26 March 2020
Court approved funding agreement
Transaction
Execution
Payment non-continuing employees
11
Administrators’ actions to date
Sale of business processDemobilisation of Millennium mine
Employees CreditorsStatutory obligations/
investigations
Trade-on management
12
Financial performance, position and reasons for failure
Addcar Group - Statement of financial performance for FY18, FY19 and FY20 YTD
($'000) FY18 FY19 FY20 YTD
Sales 109,679 108,381 46,843
COGS (90,047) (81,019) (31,887)
Gross profit 19,632 27,362 14,957
Gross margin 17.90% 25.25% 31.93%
Other expenses (334) (7,305) (4,538)
Overheads (5,788) (4,420) (1,732)
EBITDA 13,510 15,637 8,686
Amortisation & depreciation (11,586) (9,652) (10,620)
EBIT 1,924 5,985 (1,935)
Interest (3,800) (2,762) (1,426)
FX movement 506 410 1,475
Net profit (1,370) 3,633 (1,885)
The Addcar Group was profitable in the FY19 but made regular monthly losses throughout FY20 YTD. The losses incurred in FY20 YTD were a large part the result of the failing US Operations.
104
177
142 133
118
72 73 71
-
50
100
150
200
Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20
Tonnes
'000
Production Tonnage - FY20 YTD
Total tonnes mined FY19 - Average tonnes
2.8
0.3
(2.2)
(5.7)(8.0)
(6.0)
(4.0)
(2.0)
-
2.0
4.0
Addcar Highwall
Mining
Pipelion
Manufacturing
Addcar Corporate Addcar USA
$''m
EBIT contribution - FY20 YTDEBIT loss in the US of $6m, if non-cash items excluded
Australian business continued to breakeven but could no longer fund the US Operations
Production volumes declined following a mining incident at Dawson
Notwithstanding lower levels of production, the HWM operations in Australia continue to breakeven but there was insufficient earnings to continue to support the US Operations.
13
Financial performance, position and reasons for failure
Addcar Group - Statement of financial position as at June 18, June 19 and February 20
($'000) Jun-18 Jun-19 Feb-20
Current Assets
Cash and cash equivalents 1,308 3,476 764
Receivables 10,826 7,849 13,606
Inventories 19,015 16,854 14,691
Other current assets 3,879 2,710 669
Total current assets 35,028 30,889 29,730
Non-current assets
Fixed assets and investments 54,069 46,154 40,532
Goodwill 10,429 - -
Net deferred tax asset / (liability) 6,762 2,337 (2,503)
Total non-current assets 71,260 48,492 38,029
Total assets 106,288 79,381 67,759
Current liabilities
Trade creditors and other payables (16,069) (11,257) (9,269)
Employee entitilements (4,314) (3,195) (2,342)
Other current liabilities (1,257) (1,185) (776)
Total current liabilities (21,640) (15,638) (12,387)
Non-current liabilities
Remagen loan - non current (31,619) (11,971) (14,632)
Other non-current liabilities - (742) (1,340)
Total non-current liabilities (31,619) (12,714) (15,972)
Total liabilities (53,258) (28,351) (28,359)
Net Assets 53,030 51,030 39,401
Sale of business and dividend to shareholders: the sale of the UGM Diesel Services Pty Limited, UGM Electrical Services and Underground Coal for $31.5m in 2018, resulted in a debt repayment of $18 million and a total dividend of $14.0m paid to shareholders.
Failed US investment: In March 2018, the Addcar Group transferred $13.5m to support its
US Business and commence its Cline and Sons joint venture. The Addcar Group’s receivables increased significantly from $7.8m
to $13.6m during FY20, primarily caused by a US debtor (Cline) failing to make any repayments to Addcar Systems LLC.
The Addcar Group continue to fund the loss making US Operations until February 2020 in order to preserve a sale contract.
The US Operations owed Addcar Management Services in excess $25.6m as at February 2020 month end.
14
The purpose of the immediate and accelerated sale process was to:
ᅳ maximise the chances of achieving a recapitalisation or sale of whole or part of business of the Addcar Group as a going concern;
ᅳ minimise the impact on employees of the Addcar Group and preserve as much as possible the ongoing employment and entitlements of those employees either through a recapitalisation or sale of the Addcar Group in whole or in part; and
ᅳ provide a better return to creditors of the Addcar Group than an immediate winding up the Addcar Group.
Administrators sale process
Sale process timeline
9 March 2020
Appointment of Administrators
13 March 2020
EOI opens (Flyers available)
16 March 2020
Preliminary data room access
available
20 March 2020
EOI closed, interest
reconfirmed
25 March 2020
Non-Binding indicative offers
due
6 April 2020
Final bids due(second party
unable to provide evidence of financing)
Current position
Remgen offer:
Covers three companies within Addcar Group
Credit bid offer of $14m
DOCA Proposals + cash commitment to employees and unsecured creditors
30 potential interested parties contacted
5 parties enter the data room
2 parties submit NBIO
31 March 2020
Initial DOCA proposal
submitted by Remagen
15
Investigations
Claims that may be available in a liquidation – Proposed DOCA Companies
Discharge of Directors’ duties
Voidable transactions Insolvent trading
Director Defences Significant litigation and delay riskConsiderations and
defences
Business judgement rule
16
Remagen, the current Secured Creditor has proposed a Deed of Company Arrangement in respect of the following entities within the Addcar Group:
– Addcar Highwall Mining;
– Addcar Equipment Hire; and
– Addcar Contracting Services.
(“Proposed DOCA Companies”)
Proposed Deed of Company Arrangement
17
Proposed Deed of Company Arrangement
Non-continuing employees claims paid
in full
Continuing employees continue employment
Secured Creditors and related parties do not
claim
Unsecured creditors of the Proposed DOCA
Companies pooled into Addcar Contracting
Services
Unsecured creditors estimated to receive 3 to 7 cents in the dollar
DOCA Proposal from Remagen
$14m credit bid (reduction in debt due)
Cash contributions paid based on contracts
awarded ($0.2m-$0.4m)
18
Outcome by class of creditor – Proposed DOCA Companies
Employees
Unsecured creditors
Secured creditors
Non-continuing: Paid in full, including super
Continuing: continue employment
Return of 3 to 7 cents with level of certainty
Excluded from DOCA
All employees: Paid in full, no continuing employment
Less than 10 cents, with significant risk and delay
Partial return
DOCA Liquidation
19
A pooled DOCA has been proposed for the following companies:
Addcar Highwall Mining;
Addcar Equipment Hire; and
Addcar Contracting Services.
(“Proposed DOCA Companies”)
Recommendation – Proposed DOCA Companies
The Administrators recommend creditors resolve that each of the Proposed DOCA
Companies be placed into DOCA
20
DOCA – Indicative Timeline
22 April 2020 Within 15 business days
(but expected to be by 27 April 2020)
Expected that employee dividend will be paid soon
after DOCA Execution
Second Creditors Meeting DOCA Execution Dividend process
Four possible outcomes
1. End the Administrations
2. Deed of Company Arrangement
3. Winding up
4. Adjourn meeting
Addcar Highwall Mining, AddcarEquipment Hire, AddcarContracting Services and relevant parties execute Deed of Company Arrangement:
Addcar Highwall Mining continues to trade.
Transfer of shareholding to Remagen
$14m purchase of assets and shares
Deed Administrators have already:
calculated employee entitlements; and
adjudicated on amounts confirmed by employees.
Deed Administrators will:
pay dividend to non-continuing employees.
cease to control Addcar HighwallMining
Contributions
Non-continuing employee entitlements
$200k up to $400k if contract (or two) won by 31 Dec 2020
If no contracts won: $200k by June 2021
21
As there are no DOCA’s proposed for the following companies, their only option, as they are insolvent is to be placed into liquidation:
Addcar Engineers;
Addcar ECSD;
Addcar Management Services;
Addcar Mining Solutions;
Addcar Holdings;
Pipelion Manufacturing; and
Addcar USA interest.
(“Non-DOCA Companies”)
Recommendation – Non-DOCA Companies
The Administrators recommend creditors resolve that each of the Non-DOCA
Companies be placed into liquidation
22
Liquidation work to be undertaken
Statutory obligations /investigations
CreditorsCessation of operations
Employees Creditors
Statutory obligationsResidual trade on
mattersComplete remaining
business sales
Investigations / claims
Q & A
24
Due to the extraordinary circumstances regarding the COVID-19 pandemic, ASIC have advised that all votes should now be carried by poll rather than on the voices.
Voting
Creditors have been provided with links to poll “surveys” in advance of the meeting.Please copy and paste the links provided in your invite in order to vote.In the poll link, tick “In favour of”, “Against” or “Abstain” for each resolution as the chairperson reads them out.There will be an adjournment for the proposed DOCA companies whilst votes are counted.
General proxies: fill in the online poll for each general proxy you hold – using each individual identification number you have been provided with.
Special proxies: we already have your creditor’s vote (provided in advance)
When more creditors (either in the online meeting or via proxy) vote for it than vote against it ANDWhen those who vote for it are owed a greater amount of money than those who vote against it
How to vote
Voting via proxy
How the resolutionis passed
25
Resolutions
In favour of Against Abstain
Please submit your vote
26
Paste the link from the chat box into your web browser
Or
Type the address: ‘addcarvoting.mcgrathnicol.com’ into your web browser
Or
Scan this QR code
Voting is currently open for “1-Remuneration”
27
“That the remuneration of the Voluntary Administrators of _____________________________________ (Administrators Appointed) for the period 9 March 2020 to 9 April 2020, calculated at hourly rates as detailed in the Initial Remuneration Notice dated 12 March2020, is determined in the sum of $______________, exclusive of GST”.
Resolution: Administrators remuneration from 9 March 2020 to 9 April 2020
Summary of resolutions
Company ($) 9 March 2020 to 3 April 2020
Addcar Engineers Pty Ltd 6,835.50
Addcar Holdings Pty Ltd 12,614.00
Addcar Engineers Civil Services Division Pty Ltd 6,811.00
Pipelion Manufacturing Pty Ltd 42,877.00
Addcar USA Interest Pty Ltd 7,043.50
Addcar Contracting Services Pty Ltd 7,459.50
Resolutions being sought total (ex-GST) 83,640.50
Addcar Highwall Mining Pty Ltd 366,771.50
Addcar Mining Solutions Pty Ltd 56,799.00
Addcar Management Services Pty Ltd 50,536.50
Addcar Equipment Hire Pty Ltd 208,670.00
Approved by COI 14 April 2020 682,770.00
Voting is currently open for 1-Remuneration
28
“That the future remuneration of the Voluntary Administrators of __________________________________(Administrators Appointed) from 10 April 2020 to the later of the Second Meeting of Creditors or the execution of a DOCA, is determined at a sum equal to thecost of time spent by the Voluntary Administrators and their partners and staff, calculated at the hourly rates as detailed in the Initial Remuneration Notice dated 12 March 2020, up to a capped amount of $_______________, exclusive of GST”.
Resolution: Administrators remuneration from 10 April 2020 to to later of second creditors meeting and execution of a DOCA
Summary of resolutions
Company ($) 4 April 2020 to Creditors meeting or DOCA
Addcar Engineers Pty Ltd 1,592.00
Addcar Holdings Pty Ltd 1,592.00
Addcar Engineers Civil Services Division Pty Ltd 1,592.00
Pipelion Manufacturing Pty Ltd 6,588.50
Addcar USA Interest Pty Ltd 4,500.50
Addcar Contracting Services Pty Ltd 17,036.50
Resolutions being sought total (ex-GST) 32,901.50
Addcar Highwall Mining Pty Ltd 111,324.00
Addcar Mining Solutions Pty Ltd 34,081.00
Addcar Management Services Pty Ltd 20,820.50
Addcar Equipment Hire Pty Ltd 76,039.00
Approved by COI 14 April 2020 242,264.50
Voting is currently open for 1-Remuneration
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“That the Company Execute a Deed of Company Arrangement and Jonathan Henry, Jason Preston and Jamie Harris be appointed Joint and Several Deed Administrators”.
For each of the Proposed DOCA Companies:
Addcar Highwall Mining Pty Ltd (Administrators Appointed);
Addcar Equipment Hire Pty Ltd (Administrators Appointed); and
Addcar Contracting Services Pty Ltd (Administrators Appointed).
Resolution: Enter into Deed of Company Arrangement
Voting is currently open for 1-Remuneration
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Voting is currently open for “2-DOCA” and “3-Liquidation”
3-Liquidation2-DOCA
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“That the initial remuneration of the Deed Administrators of _____________________(to be Subject to Deed of Company Arrangement), for the period of the DOCA, calculated at the hourly rates as detailed in the Initial Remuneration Notice dated 12 March 2020, is approved up to a capped amount of $_______________ exclusive of GST, and the Deed Administrators may pay the remuneration as incurred on a monthly basis or as otherwise determined by the Deed Administrators”.
Resolution: Prospective Deed Administrators remuneration
Summary of resolutions
Company ($) Prospective DOCA fees
Addcar Highwall Mining Pty Ltd 75,016.00
Addcar Equipment Hire Pty Ltd 75,070.70
Addcar Contracting Services Pty Ltd 75,051.25
Resolutions being sought total (ex-GST) 225,137.95
Voting is currently open for “2-DOCA” and “3-Liquidation”
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“That the Company be wound up and Jonathan Henry, Jason Preston and Jamie Harris be appointed Joint and Several Liquidators”.
Proposed for each of the following companies:
Addcar Engineers Pty Ltd (Administrators Appointed)
Addcar Holdings Pty Ltd (Administrators Appointed)
Addcar Engineers Civil Services Division Pty Ltd (Administrators Appointed)
Addcar Management Services Pty Ltd (Administrators Appointed)
Addcar Mining Solutions Pty Ltd (Administrators Appointed)
Pipelion Manufacturing Pty Ltd (Administrators Appointed)
Addcar USA Interest Pty Ltd (Administrators Appointed)
Resolution: Appointment of Liquidators
Voting is currently open for “2-DOCA” and “3-Liquidation”
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“That the future remuneration of the Liquidators of _____________________________(In Liquidation) for the period of the liquidationcalculated at the hourly rates as detailed in the Initial Remuneration Notice dated 12 March 2020, up to a capped amount of $________________, exclusive of GST”.
Addcar Mining Solutions Pty Ltd (In Liquidation)
“That the future internal disbursements (that may have an element of profit or advantage to a related party) of the Liquidators from the Second creditors meeting to the finalisation of the Liquidation, calculated at the rates as detailed in the Initial Remuneration Notice dated 12 March 2020, are approved up to a capped amount of $6,000.00, exclusive of GST.”
Resolution: Remuneration of Liquidators
Summary of resolutions
Company ($) Prospective Liquidators fees
Addcar Engineers Pty Ltd 12,000.00
Addcar Holdings Pty Ltd 12,000.00
Addcar Engineering Civil Services Division Pty Ltd 12,000.00
Addcar Management Services Pty Ltd 50,031.50
Addcar Mining Solutions Pty Ltd 50,047.50
Pipelion Manufacturing Pty Ltd 50,030.50
Addcar USA Interest Pty Ltd 50,066.50
Resolutions being sought total (ex-GST) 236,176.00
Voting is currently open for “2-DOCA” and “3-Liquidation”
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Proposed for each of the following companies:
Addcar Engineers Pty Ltd
Addcar Holdings Pty Ltd
Addcar Engineering Civil Services Division Pty Ltd
Addcar Management Services Pty Ltd
Addcar Mining Solutions Pty Ltd
Pipelion Manufacturing Pty Ltd
Addcar USA Interest Pty Ltd
Resolution: Liquidation specific resolutions
“That so far as necessary for the beneficial winding up of the Company, the Liquidators are hereby authorised pursuant to subsections 506(1A) and 477(2A) of the Corporations Act 2001 to comprise any debts greater than the prescribed amount (currently $100,000)”.
“That so far as necessary for the beneficial winding up of the Company, the Liquidators are hereby authorised to enter any agreements on behalf of the Company involving a term or obligations extending for more than three months”.
“That the books and records of the Company may be destroyed following the deregistration of the Company, subject to the consent of the Australian Securities & Investments Commission being obtained”.
Voting is currently open for “2-DOCA” and “3-Liquidation”
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Meeting suspended while votes are tallied
Meeting will resume shortly, this webinar will remain active
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It is not proposed that the DOCAs have Committees of Inspection.
Role of a Committee of Inspection:
– consult with the Liquidators about matters relating to the liquidation;
– receive and consider reports by the Liquidators;
– approve the Liquidator’s remuneration; and
– in limited circumstances approve the use of some of the Liquidator’s powers.
A Committee of Inspection cannot instruct the Liquidators, but acts as a sounding board
I am not recommending that the liquidation companies appoint Committees of Inspection at this time as the liquidation reporting requirements will ensure that creditors are informed of the actions of the liquidators.
If anyone has any objections to this, please comment in the Q&A box.
Committee of Inspection (Non-DOCA Companies only)
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Q & A
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