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NOTICE OF FILING This document was lodged electronically in the FEDERAL COURT OF AUSTRALIA (FCA) on 11/04/2016 3:32:51 PM AEST and has been accepted for filing under the Court’s Rules. Details of filing follow and important additional information about these are set out below. Details of Filing Document Lodged: Affidavit - Form 59 - Rule 29.02(1) File Number: VID296/2016 File Title: The Australian Workers' Union v Arrium Limited & Ors Registry: VICTORIA REGISTRY - FEDERAL COURT OF AUSTRALIA Dated: 11/04/2016 5:10:45 PM AEST Registrar Important Information As required by the Court’s Rules, this Notice has been inserted as the first page of the document which has been accepted for electronic filing. It is now taken to be part of that document for the purposes of the proceeding in the Court and contains important information for all parties to that proceeding. It must be included in the document served on each of those parties. The date and time of lodgment also shown above are the date and time that the document was received by the Court. Under the Court’s Rules the date of filing of the document is the day it was lodged (if that is a business day for the Registry which accepts it and the document was received by 4.30 pm local time at that Registry) or otherwise the next working day for that Registry. I Form 59 Rule 29.02(1) Affidavit Federal Court of Australia District Registry: Victoria Division : General No. of 2016 IN THE MATTER OF: ARR1UM LIMITED (ACN 004 410 883) & ORS (All Administrators Appointed) BETWEEN: The Australian Workers' Union Applicant -and- ARRIUM LIMITED (ACN 004 410 883) & ORS (All Administrators Appointed) Respondents (see attached schedule) Affidavit of: Kama! Farouque Address: Level 10, 456 Lonsdale Street, Melbourne, Victoria, 3000 Occupation: Solicitor Date: 11 April 2016 Contents Document Details Paragraph Page number Affidavit of Kamal Farouque for the Applicant affirmed on 11 1 April 2016 1-12 1-8 Filed on behalf of (name & role of party) The Australian Workers' Union, The Applicant Prepared by (name of person/lawyer) Jessica Dawson-Field Law firm (if applicable) Maurice Blackburn Lawyers . Tel _03 9605 2847 Fax 03 9258 9600 Email JDawson-Field©mauriceblackburn.corn.au Address for service Level 10, 456 Lansdale Street, Melbourne, Victoria, 3000 (include state and postcode) [Version 2 form approved 09/05/2013] 2 Document Details Paragraph Page number Annexure "KF-1", ASIC Company Search for Arrium Limited 2 dated 11 April 2015 3 9-29 Annexure "KF-2", ASX Announcement of Administrator 3 Appointment dated 7 April 2016 5 30-33 Annexure "KF-3", Letter proposed to be sent by 4 Administrators to employee creditors of the Group 6 (a) 34-45 Annexure"KF-4", FAQ document prepared by 5 Administrators 6 (b) 46-54 Annexure "KF-5", Maurice Blackburn Letter to Grant 6 Thornton dated 8 April 2016 10 55-58 Annexure "KF-6", Email from Ashurst to Maurice Blackburn 7 Lawyers dated 8 April 2016 11 59-61 8 Annexure "KF-7" AWU update dated 11 April 2016 12 62--63 I, Kamal Farouque, of Level 10, 456 Lonsdale Street, Melbourne, Victoria, Principal at Maurice Blackburn Lawyers, affirm: 1. I am a Principal at Maurice Blackburn Lawyers. I have the care and conduct of the matter on behalf of the Applicant (the AWU). 2. I am authorised to make this affidavit on the behalf of the Applicant. I do so on information and belief. Where I have received information from a third party, I believe it to be true unless I state otherwise. 3. This application is made in respect of the administration of the first to ninety-fourth respondents (the Group) of which the first respondent, Arrium Limited, is the parent company. Now shown to me and marked "KF-1" is a true copy of a company search for Arrium Limited dated 11 April 2016. Due to the size of the document, only the first 19 pages of 144 pages have been provided as an annexure to this affidavit. 4. The AWU is an organisation registered under the Fair Work (Registered Organisations) Act 2009 (Cth). The National Secretary of the AWU is Mr Scott McDine. 5. On 7 April 2016, Messrs Paul Billingham, Said Jahani, Matthew Byrnes and Michael McCann (the Administrators) of Grant Thornton were appointed administrators of the Group. Now shown to me and marked "KF-2" is a true copy of the ASX Announcement published on 7 April 2016. This ASX Announcement stated that the first meeting of creditors would take place on 19 April 2016. 6. On 7 April 2016, the Administrators relevantly provided Mr McDine the following documents proposed to be sen to employees creditors of the Group: -2- 3 (a) Standard letter proposed to be sent to employee creditors of the Group, which is now shown to me and marked "KF-3"; and (b) FAQ document, which is now shown to me and marked "KF-4". 7. The FAQ document discloses that the Administrators intend to hold a concurrent meeting of creditors of the Group on 19 April 2016 at 2:00pm in Sydney with a live webcast to Whyalla. Creditors will be provided an opportunity to vote on resolutions and raise any questions. 8. I am instructed by Mr McDine that: (a) Members of the AWU include about 2000 persons who are employed by some of the entities within the Group; (b) there are a number of enterprise agreements made under the Fair Work Act 2009 (Cth) which cover and apply to the AWU, employing entities within the Group and employees of those entities including AWU members; (c) AWU members are employed at a several sites across Australia including Whyalla (South Australia), Laverton (Victoria) and Rooty Hill (New South Wales); (d) AWU members who are employed by the Group as at 7 April 2016 will be creditors of the Group with respect to employee entitlements; (e) the AWU wishes to ensure that the interests of its members as employees of the Group are properly advanced at the first creditors meeting on 19 April 2016 due to the significant value of employee entitlements; (f) that the AWU is concerned that the short time frame before the creditors meeting will impede the ability of AWU members to participate in the meeting; (g) because of their geographic spread, many AWU members will be unable to attend the meeting in Sydney or Whyalla; and (h) there is a significant logistical challenge in having individual AWU members sign the necessary proxy forms before the creditors meeting takes place. 9. Consequently, the AWU requests the Court make the order sought in the Originating Process accompanying this affidavit. 10. On 8 April 2016, I sent correspondence to the Administrators requesting confirmation of whether the administrator would consent to the above orders. Now shown to me and marked "KF-5" is a true copy of the letter sent to Grant Thornton on 8 April 2016. 11. On 8 April 2016, I received a telephone call from the Administrators' solicitor, Joseph ScarceIla, Partner at Ashurst in Sydney. Mr ScarceIla indicated that the Administrators -3- 4 support and consent to this application by the AWU. Shortly after this conversation, Mr ScarceIla emailed me to confirm his client's instructions. Now shown to me and marked "KF-6' is a true copy of email received by me from Mr ScarceIla on 8 April 2016. 12. I am instructed by Mr McDine that as of today (11 April 2016), the AWU commenced circulating an update to AWU members employed by the Group. The update notifies AWU members of the union's intention to make this application. The update has also been posted on an AWU website http://www.awusteel.com.au/. Now shown to me and marked "KF-7" is a true copy of the AWU update. Affirmed by the deponent at Level 10, 456 Lonsdale Street, Melbourne in Victoria Sig ur of deponen on 11 April 2016 Before e: 16nature of witness JESSICA MAFiC-AREI DAWSON-HELD 4 of 456 Lon3dale Sireet , Melbourne an Auslrallan Legal PFactitioner viftlrlin the rrat:ning of the Legal ProfassiGn Lin;forril Levi (Victoria) -4- 5 SCHEDULE OF PARTIES Applicant: THE AUSTRALIAN WORKERS' UNION Respondents First Respondent ARRIUM LIMITED (A.C.N 004 410 833) Second Respondent A.C.N. 006 769 035 PTY LTD (A.C.N 006 769 035) Third Respondent AKKORD PTY LIMITED (A.C.N 060 486 991) Fourth Respondent ANI CONSTRUCTION (W.A.) PTY. LIMITED (A.C.N 008 670 871) Fifth Respondent ARRIUM FINANCE PTY LIMITED (A.C.N 093 954 940) Sixth Respondent ARRIUM IRON ORE HOLDINGS PTY LIMITED (A.C.N 152 752 844) Seventh Respondent ATLAS GROUP EMPLOYEES SUPERANNUATION FUND PTY. LTD. (A.C.N 060 568 998) Eight Respondent ATLAS GROUP STAFF SUPERANNUATION FUND PTY. LTD. (A.C.N 059 654 241) Ninth Respondent ATLAS GROUP SUPERANNUATION PLAN PTY LTD (A.C.N 065 649 050) Tenth Respondent AUSTRALIAN NATIONAL INDUSTRIES PTY LTD (A.C.N 000 066 071) Eleventh Respondent AUSTRALIAN WIRE INDUSTRIES PTY LTD (A.C.N 064 267 456) Twelfth Respondent AUSTUBE MILLS HOLDINGS PTY LIMITED (A.C.N 123 160 172) Thirteenth Respondent AUSTUBE MILLS PTY LIMITED (A.C.N 123 666 679) Fourteenth Respondent AWI HOLDINGS PTY LIMITED (A.C.N 004 157 475) Fifteenth Respondent B.G.J. HOLDINGS PROPRIETARY LIMITED (A.C.N 004 859 536) Sixteenth Respondent BRADKEN CONSOLIDATED PTY LIMITED (A.C.N 000 011 932) Seventeenth Respondent CENTRAL IRON PTY LIMITED (A.C.N 143 503 397) Eighteenth Respondent COCKATOO DOCKYARD PTY LIMITED (A.C.N 000 025 918) Nineteenth Respondent COMSTEEL PTY.
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