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Administrators' Report Pursuant to Section 439A of the Corporations Act (2001)

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Administrators' Report Pursuant to Section 439A of the Corporations Act (2001) Administrators’ Report Pursuant to Section 439A of the Corporations Act (2001) SONS OF GWALIA LIMITED (ADMINISTRATORS APPOINTED) ACN 008 994 287 AND CERTAIN OF ITS SUBSIDIARIES SET OUT IN ANNEXURE 1 16 AUGUST 2005 Report to Creditors Pursuant to Section 439A of the Corporations Act (2001) TABLE OF CONTENTS 1INTRODUCTION AND PURPOSE OF REPORT .................................................4 1.1 Introduction........................................................................................ 4 1.2 Purpose of Report ............................................................................. 5 1.3 Statement of Independence .............................................................. 6 2EXECUTIVE SUMMARY...............................................................................7 2.1 Introduction........................................................................................ 7 2.2 Overview of the SOG Group.............................................................. 7 2.3 Deeds of Company Arrangement Proposal....................................... 9 2.4 Restructuring Alternatives ............................................................... 11 2.5 Financial Performance..................................................................... 12 2.6 Estimated Return to Creditors ......................................................... 13 2.7 Key Administration Issues ............................................................... 14 2.8 Investigations................................................................................... 15 2.9 Options Available to Creditors ......................................................... 17 2.10 Administrators’ Recommendation.................................................... 18 3ADMINISTRATION TIMELINE......................................................................19 4DEEDS OF COMPANY ARRANGEMENT PROPOSAL......................................24 4.1 Background to Holding DOCAs ....................................................... 24 4.2 Forms of Holding DOCA.................................................................. 24 4.3 Statement of Proposed DOCAs....................................................... 24 5RESTRUCTURING ALTERNATIVES .............................................................30 5.1 Possible Restructure Steps ............................................................. 30 6STATUTORY & HISTORICAL BACKGROUND INFORMATION ..........................33 6.1 History of SOG ................................................................................ 33 6.2 SOG Directors – Past & Present ..................................................... 35 6.3 Equity Interests in SOG ................................................................... 36 6.4 Corporate Structure ......................................................................... 37 6.5 Registered Charges......................................................................... 38 6.6 Subsidiaries in Administration ......................................................... 40 6.7 Other Australian SOG Group Companies........................................ 41 6.8 Overseas SOG Subsidiaries and Investments ................................ 42 7BUSINESS ACTIVITIES AND HISTORICAL PERFORMANCE ............................43 7.1 Gold Division ................................................................................... 43 7.2 Minerals Division ............................................................................. 43 7.3 Head Office...................................................................................... 44 7.4 Historical Financial Position............................................................. 44 7.5 Historical Financial Performance..................................................... 47 7.6 Historical Cashflows ........................................................................ 50 2 of 185 Report to Creditors Pursuant to Section 439A of the Corporations Act (2001) 8FINANCIAL POSITION, PERFORMANCE & RETURN TO CREDITORS...............53 8.1 Directors’ Report as to Affairs.......................................................... 53 8.2 Financial Position ............................................................................ 53 8.3 Financial Performance..................................................................... 57 8.4 Estimated Return to Creditors ......................................................... 64 9KEY ADMINISTRATION ISSUES..................................................................66 9.1 Sale of Gold Assets ......................................................................... 66 9.2 Sale of Non-Core Assets ................................................................. 67 9.3 Cabot Arbitration.............................................................................. 69 9.4 Shareholders Test Case.................................................................. 71 10 INVESTIGATIONS .....................................................................................73 10.1 Introduction...................................................................................... 73 10.2 Reasons for Failure ......................................................................... 75 10.3 Review of Records .......................................................................... 85 10.4 Insolvent trading .............................................................................. 86 10.5 Consideration of Breaches of Duty – Directors ............................... 97 10.6 Voidable Transactions ................................................................... 103 11 OPTIONS AVAILABLE & OTHER MATTERS ..............................................107 11.1 Holding DOCAs ............................................................................. 107 11.2 Whether the Administrations Should End...................................... 108 11.3 Winding up the Companies ........................................................... 108 11.4 Adjournment of Meeting ................................................................ 110 11.5 Other Matters to be Decided ......................................................... 110 12 RECOMMENDATION OF ADMINISTRATORS ...............................................115 12.1 Proposal for DOCAs ...................................................................... 115 12.2 Views of the Committee................................................................. 116 12.3 Administrators’ Opinion ................................................................. 116 13 GLOSSARY OF TERMS...........................................................................117 14 LIST OF ANNEXURES.............................................................................121 3 of 185 Report to Creditors Pursuant to Section 439A of the Corporations Act (2001) 1 Introduction and Purpose of Report 1.1 Introduction Reference is made to our first report to Creditors dated 16 December 2004. A copy of that report is available online at www.fh.com.au or upon written request to the Administrators. Abbreviations and certain terms used in this report are defined in the Glossary set out at the end of the report. This report is provided in relation to the 25 Companies within the SOG Group (including Sons of Gwalia Ltd) that were placed into Voluntary Administration on 29 August 2004. A schedule of SOG’s subsidiary Companies that are in Administration is set out in Annexure 1. All of the 25 Companies are parties to the Deed of Cross Guarantee (“DXG”) described further on page 40 of this report. The effect of the DXG is that in the event of liquidation of any or all of the entities who are parties to the DXG, the assets and liabilities of those entities are effectively pooled. We have therefore presented most of the information in this report on a consolidated basis, and have addressed all of the issues for all of the Companies in this manner. The Administrators have continued to address matters relevant to the SOG Group affairs throughout the period to date and in consultation with the Committee of Creditors (“Committee”) to administer the Group affairs in a way that seeks to: Maximise the chances of the Companies, or as much of their businesses, continuing in existence; or If it is not possible for the Companies or their businesses to continue in existence – results in a better return for the Companies’ Creditors and members than would result from an immediate winding up of the Companies. The Committee was appointed by the full meeting of Creditors on 3 September 2004. The continuing Committee members at the date of this report represent approximately 83% of all known Creditors claims comprising the following: Banks and Counterparties Trade Suppliers JP Morgan Chase Orica Australia Pty Ltd Australia and New Zealand Banking Group BP Australia Citigroup Statewest Power AG Reagents US Noteholders and Creditors Hampton Transport Bingham McCutchen LLP Cockburn Cement Employee Representative David Bale The number and representative value of participants on the Committee has reduced since our last report as a result of resignation of participants following debt trades to third parties. 4 of 185 Report to Creditors Pursuant to Section 439A of the Corporations Act (2001) Based upon our investigations and claims received to date the SOG Group had external third party liabilities of approximately $866.8 million (excluding shareholder claimants) as at 29 August 2004 as shown below: Claimant As at Number (i) 29.08.04 Amount A$ Million Banks
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