TO CREDITORS/SUPPLIERS
Dear Sir/Madam
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| RE: |
PASMINCO LIMITED
(ADMINISTRATORS APPOINTED) (“PASMINCO”)
ACN: 004 368 674
- AND -
ALL WHOLLY OWNED AUSTRALIAN SUBSIDIARIES (“THE GROUP”)
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As previously advised in our letter to creditors dated 20 September 2001, Peter McCluskey and I were appointed joint and several Administrators of Pasminco and all wholly owned Australian
subsidiaries on 19 September 2001 pursuant to the provisions of Section 436A of the Corporations
Act 2001.
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| 1. |
MEETING OF CREDITORS
We confirm that the first meeting of creditors was held on 26 September 2001. At the
meeting, our appointment as Administrators was ratified and a Committee of Creditors
was formed for the majority of companies in the Group.
The members appointed to the Committees of Creditors are:
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Committee Member
Philip Armstrong
Paul Edwards
Richard Emery
Peter Field
Richard Forbes
David Fraser
Don Galbraith
Brad Glynne
Anne-Claude Huber
Roger Johnson
Greg McKillop
Mathew Muldoon
David Oliver
Tom Roberts
Bill Shorten
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Creditor Name
Transferable Loans Certificate Financiers
Pasminco Staff
ANZ Banking Group Limited
Deutsche Bank
Silver Note Holders
Westpac Banking Corporation
BankWest
Citibank Limited
UBS Warburg
Societe Generale
National Australia Bank Limited
Commonwealth Bank of Australia
AMWU
CFMEU
AWU
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| 2. |
APPLICATIONS TO COURT
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| 2.1 |
Pooling Order
We advised creditors at the meeting that the majority of companies in the Group have filed
a Deed of Cross Guarantee with the Australian Securities and Investments Commission
(“ASIC”) from which a Class Order has been issued by the ASIC. The Class Order and
Deed of Cross Guarantee, which apply in a winding up, in effect provide an external
creditor of the Group (which does not include an inter company creditor) with a guarantee
from every other company in the Group that is subject to the Deed in respect of its debt,
although its claim against every other company in the Group is contingent in nature.
At the meeting of creditors, we indicated that we intend to shortly apply to the Court for a
pooling order to pool all assets and liabilities of each company in the Group that is in
administration. We expect that this Order will assist us to ensure that creditors and
employees of the Group are not disadvantaged by the current Group structure and to give
effect to the Class Order and Deed of Cross Guarantee that exists.
We expect to make this application within the next month.
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| 2.2 |
Extension of Convening Period
As you may be aware, the Corporations Act 2001 provides for a second meeting of
creditors to be held within twenty-eight (28) days of our appointment. The purpose of this
meeting is for creditors to consider the future of Pasminco.
In this regard, creditors may resolve:
- That each company execute a Deed of Company Arrangement (“Deed”).
- That each company be wound up.
- That each administration end.
We advise that due to the size and complexity of the Group’s business activities, we do
not expect that we will be in a position to propose a Deed of Company Arrangement and
report to creditors in accordance with our obligations under the Corporations Act within
that time frame.
Accordingly, it is our intention to make an application to Court to extend the period to
convene the second meeting of creditors to enable us to:
- Consider the strategy alternatives available to the Group, including a restructure of
the affairs of the Group.
- Prepare a detailed report to creditors with respect to the business activities, property,
affairs and financial circumstances of each company in the Group and make a
considered recommendation as to the future of each company.
This application is likely to be made on 5 October 2001 and by no later than 9 October 2001.
We will report further to creditors when the Court has heard the above applications.
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| 3 |
EXISTING LEASE AND SUPPLY CONTRACTS
Given the size and complexity of the Group’s business activities, there are a large number
of lease and supply contracts between various companies within the Group and external
parties.
In order to assist us in reviewing the Group’s affairs, we request that any creditor and/or
supplier who has entered into formal lease, supply contract or other agreement with the
Group to provide our office with a copy of the relevant document and details of any
specific terms or conditions they believe we should be aware of in relation to the
agreement as soon as possible.
Please note that our actions in continuing the use of any lease property or ongoing supply
under any contract shall not be taken as an adoption of the contract or agreement.
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| 4 |
ONGOING TRADING ARRANGEMENTS
I understand that a number of creditors and suppliers have requested confirmation of
purchase order approval procedures for the administration period. I confirm our previous
advice that orders already placed by Pasminco, or new orders that are placed with
creditors and suppliers will be approved internally by Pasminco staff in the normal
existing manner and do not need to be approved by the Administrators, unless advised to
the contrary.
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In the interim, should you have any queries in this matter, please contact Joanne Diep or Christine
Bertolotti of this office.
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