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