payless shoes pty ltd (subject to deed of company ...apr 10, 2019 · payless shoes pty ltd...

Payless Shoes Pty Ltd (Subject

to Deed of Company

Arrangement)

ACN 162 529 455

Update report to Creditors

10 April 2019

Ferrier Hodgson is an affiliation of independent partnerships/entities

Liability limited by a scheme approved under the Professional Standards Legislation

Level 25, One International Towers

Sydney, 100 Barangaroo Avenue,

Sydney NSW 2000

PO Box 290

Collins Street West

MELBOURNE VIC 8007

P. +61 2 9286 9877 F. +61 2 9286 9888 E. [email protected]

ferrierhodgson.com

Payless Shoes Pty Ltd (Subject to Deed of Company Arrangement) – Update report to Creditors – 10 April 2019 2

Section Page

1 Introduction 3

2 Key milestones 3

3 Finalisation and effectuation of DOCA 5

4 Meeting of creditors 5

5 Deed Administrator’s remuneration and internal disbursements 6

6 Conclusion 7

Annexures 8

A – Receipts & Payments 9

B – Notice of meeting of creditors 10

C – Remuneration approval request 12

1 Declaration 12

2 Executive summary 12

3 Remuneration 14

4 Disbursements 15

5 Report on progress of the administration 16

6 Summary of receipts and payments 16

7 Approval of remuneration and internal disbursements 16

8 Questions 16

D – Appointment of proxy 20

E – Proof of debt 23

Contents


1 Introduction

The purpose of this report is to provide creditors with an overview of the administration to date, and the tasks remaining

in order to finalise the DOCA.

Following payment of a final dividend to unsecured creditors, declared on 14 March 2019, we now intend to finalise the

administration by completing the following tasks:

– Holding a final meeting of creditors in order to terminate the DOCA and place the Company into liquidation;

– Complete the Liquidator’s statutory reporting obligations and ASIC lodgements; and

– Apply to ASIC for the deregistration of the Company.

A meeting of creditors will be held on 29 April 2019 at 2.00pm. Please refer to section 4 for further information.

2 Key milestones

A summary of key activities performed during the Administration is provided below:

Key activity Summary

Initial appointment and sale of business campaign

James Stewart, Peter Gothard, and Jim Sarantinos were appointed as Voluntary Administrators of the Company on 22 November 2016.

The Administrators continued to trade the Company and immediately sought expressions of interest for the sale of business.

Several interested parties provided expressions of interest and completed due diligence, however no acceptable offers were received.

Wind-down / closure campaign

A managed wind-down program commenced in late December 2016 whereby:

– All remaining warehouse inventory was distributed across the store

network;

– Inventory and resources were allocated and redeployed among high

turnover stores to minimise occupancy costs; and

– All stores were closed by 28 February 2017.

The wind-down program’s success was largely driven by the ‘Back-to-School’ and stock liquidation marketing campaigns, as well as the commitment and assistance received from the Company’s staff and management team.

All priority employee entitlements were paid to staff as and when positions became redundant.

Execution of DOCA

A DOCA was proposed by related party and parent entity PSS Holdings (PSS), and was executed on 12 April 2017.

The DOCA subordinated claims of PSS in favour of unrelated unsecured creditors, which had the effect of reducing the creditor pool and increasing the return to unrelated unsecured creditors.

Preliminary investigations into potential claims

Following execution of the DOCA, the Administrators undertook investigations into potential claims against the Company’s former Directors and Auditors.

These investigations related to potential claims for breach of duties and negligence, which may have given rise to claims for compensation.



Information regarding our initial findings was provided to creditors in our report dated 31 August 2017 and were discussed with creditors in a meeting held on 20 September 2017.

During this meeting it was determined that further investigations were necessary, which included issuing orders for document production and conducting public examinations.

Document discovery and public examinations

As discussed in the update report to creditors dated 30 November 2018, 45,000+ electronic and hard copy documents were produced under Orders of production, which were reviewed by the Deed Administrators in conjunction with our solicitors.

As an alternative to the public examinations and due to their ongoing co-operation, the former Australian Director and CFOs were interviewed by counsel and our instructing solicitors during July 2018. The interviews provided information regarding the Company’s management, operations and internal processes and other matters related to the potential claims.

Pursuant to summons issued by the Federal Court of Australia, the Company’s former Auditors were publicly examined on 31 July 2018 and 5 and 8 November 2018. The examinations focused on the following key issues:

– The adequacy of the Auditors’ investigations, verification and

disclosure of funding arrangements between the Company and

related entities;

– Consideration of the enforceability of letters of support issued to the

Company to support the going concern assessment both from a

legal and practical perspective;

– The appropriateness of applying the special-purpose financial

reporting framework adopted for financial reporting and audit

purposes;

– The appropriateness of the material uncertainty regarding

continuation as a going concern;

– The adequacy of enquiries and investigations made during the audit

regarding the above matters;

– The adequacy of the documentation, information and

representations in relation to the going concern status; and

– The adequacy of the going concern disclosures provided within the

audit reports.

Outcome of investigations At a meeting of creditors held on 17 December 2018, creditors were consulted regarding our findings to date and whether they wished to pursue further investigations.

It was determined that pursuing a claim was not in the best interest of creditors as:

– Any Auditor claim would be limited to AUD $2m based on the

maximum liability cap imposed by Australian Professional Standards

Legislation;

– The lengthy estimated time frame (c. 24 – 36 months) to initiate and

process a claim; and

– Estimated future legal costs (excluding Deed Administrator costs)

ranging from $500,000 to $1,000,000.

Therefore, with consideration given to the associated risks and commerciality of progressing a claim, recovery action was ceased.



Extensive creditor adjudication process

During the adjudication process, creditor proofs of debt and their supporting documents were extensively reviewed to determine the validity of their proving in the administration.

Where insufficient information was provided to evaluate a claim, creditors were notified and further information was requested.

Creditors were also informed of their responsibility to mitigate their losses and to update their claims accordingly. Where a claim or portion of a claim appeared unreasonable or remained unsubstantiated, the claim was rejected. No creditors appealed to Court regarding the outcome of their adjudication.

First dividend A first dividend was declared and paid on 22 November 2017 at a rate of 20c/$.

Final dividend Creditors will be aware that a final dividend was declared at a rate of 31.03c/$ on 14 March 2019 and paid shortly thereafter.

Unsecured creditor claims admitted for the final dividend totalled $18,960,940.

If you have not yet received your dividend, please contact us on +61 2 9286 9877 or at [email protected]. Should funds remain uncleared for 6 months, they will be paid to ASIC unclaimed monies.

3 Finalisation and effectuation of DOCA

On payment of the final dividend to unsecured creditors, the terms and purpose of the DOCA have now been satisfied.

The DOCA may now be terminated at the earlier of:

a. The date of the passing of a resolution at a meeting of Creditors convened pursuant to Section 445F of the

Corporations Act terminating the deed document; or

b. The date the Court orders the deed document be set aside or terminated.

It is our intention to terminate the DOCA via a meeting of creditors and place the Company into liquidation. This forms

the basis of Resolutions 4 and 5 to be discussed during the upcoming meeting.

Upon the Company being placed into liquidation, the Liquidator will complete the necessary statutory reporting tasks

and apply to ASIC for the deregistration of the Company.

4 Meeting of creditors

A meeting of creditors of the Company will be held on 29 April 2019 at 2.00pm at the offices of Ferrier Hodgson, Level

25, One International Towers Sydney, 100 Barangaroo Avenue, Sydney. Attached is a Notice of Meeting of Creditors

(Annexure B).

At this meeting, creditors will be requested to approve the remuneration of the Deed Administrator as detailed in the

attached Remuneration Approval Request (Annexure C).

Creditors wishing to vote at the meeting, who will not be attending in person or are a company, must complete the

attached Form 532 – Appointment of Proxy (Annexure D) and a Form 535 – Proof of Debt (Annexure E) and lodge with

this office before the meeting and, in any event, no later than 4.00pm on the last business day prior to the meeting.

Forms can be sent by facsimile on +61 2 9286 9888 marked to the attention of Astrid le Roux or scanned and emailed to

[email protected].

mailto:[email protected]


A person is not entitled to vote at the meeting unless they provide particulars of the debt or claim to the Deed Administrator

before the meeting. We note that as a final dividend has been paid, documents provided will be used for voting purposes

only.

Your attendance at this meeting by special proxy or via telephone (if convenient) would be greatly appreciated.

For creditors who are unable to attend the meeting, a conference call facility will be available. Please contact Ferrier

Hodgson by email at [email protected] or by telephone to +61 2 9286 9877 at least one business day prior to

the meeting to advise that you will be using the conference facilities and to be provided with the conference call code.

5 Deed Administrator’s remuneration and internal disbursements

As previously advised, an Administrator’s remuneration can only be fixed by resolution of the Company’s creditors or by

application to the Court. In accordance with provisions of the Insolvency Practice Rules and the ARITA Code of

Professional Practice, a Schedule of Remuneration Methods and Hourly Rates was provided to creditors with our initial

communication and tabled at the First Meeting of Creditors.

A summary of the past approved remuneration and internal disbursements, as well as the proposed future

remuneration and internal disbursements, is set out below:

Period Amount

(ex GST)

$

Amount

Drawn

$

Approval Remaining

$

Voluntary Administration - Remuneration

22 November 2016 to the execution of the DOCA 1,608,767.00 1,608,767.00 Nil

Past Voluntary Administration remuneration approved 1,608,767.00

Deed Administration - Remuneration

12 April 2017 to the conclusion of the DOCA 424,680.00 424,644.50 Nil

27 October 2017 to 23 November 2018 224,706.50 224,706.50 Nil

24 November 2018 to conclusion of the DOCA 75,150.00 74,305.00 844,50

Past Deed Administration remuneration approved 724,536.50

Deed Administration – Internal Disbursements

1 July 2018 to 31 December 2018 19,418.92 19,418.92 Nil

Past Deed Administration internal disbursements approved 19,418.92

Future remuneration approval sought:

Deed Administration

Resolution 1: 1 April 2019 to the termination of the Deed of Company Arrangement

10,250.00 N/A N/A

Liquidation

Resolution 5: 29 April 2019 to conclusion of the liquidation 20,050.00 N/A N/A

Total future remuneration approval sought 30,300.00

Future internal disbursement approval sought:

Deed Administration

Resolution 2: 6 October 2018 to the termination of the Deed of Company Arrangement

1,000.00 N/A N/A

Liquidation


Period Amount

(ex GST)

$

Amount

Drawn

$

Approval Remaining

$

Resolution 6: 29 April 2019 to conclusion of the liquidation 1,000.00 N/A N/A

Total future internal disbursement approval sought 2,000.00

Estimated total remuneration and internal disbursements 2,385,022.42

Further details of my remuneration and internal disbursements are contained in the attached Remuneration Approval

Request (Annexure C).

6 Conclusion

The following matters will continue to be progressed:

– Holding a meeting of creditors to finalise the DOCA and place the Company into Creditors Voluntary Liquidation;

– Completing liquidation tasks, including reporting to ASIC; and

– Attending to statutory obligations.

Upon receipt of a clearance from ASIC, it is my intention to proceed to finalise the liquidation and request ASIC to

deregister the Company. I expect that these tasks will be completed within 3 months following liquidation.

Should you have any questions, please contact this office on +61 2 9286 9877 or [email protected].

Dated this 10th day of April 2019

James Stewart

Deed Administrator


Annexures


A – Receipts & Payments

Total (Inc. GST)

$000

Opening cash at bank as at 23 November 2018 6,238

Receipts

Interest income 55

GST Received 45

Other receipts and realisations 2

Total receipts 102

Payments

Second and Final Dividend for Unsecured Creditors (5,884)

Administrators Remuneration (306)

Legal Fees and Disbursements (55)

Administrators Disbursements (17)

Equalising payment – First Dividend for Unsecured Creditors (5)

Total payments (6,267)

PAYG Paid (10)

Closing cash at bank as at 31 March 2019 63


Notice of meeting of creditors

Insolvency Practice Rules (Corporations) 2016, Section 75-15

Payless Shoes Pty Ltd (Subject to Deed of Company Arrangement) (the Company)

ACN 162 529 455

NOTICE IS GIVEN that a meeting of the creditors of the Company will be held at the offices of Ferrier Hodgson, Level 25,

One International Towers Sydney, 100 Barangaroo Avenue, Sydney on 29 April 2019 at 2.00pm.

Agenda

1. To hear an account of the Deed Administrator’s dealings in the administration to date.

2. To consider and if thought appropriate approve resolution 1: "That the remuneration of the Deed Administrator, as

set out in the Remuneration Approval Request dated 10 April 2019, for the period from 1 April 2019 to termination

of the Deed of Company Arrangement be fixed in the amount of $10,250.00 plus any applicable GST, and may be

paid."

3. To consider and if thought appropriate approve resolution 2: "That the internal disbursements of the Deed

Administrator, as set out in the Remuneration Approval Request dated 10 April 2019, for the period from 6 October

2018 to termination of the Deed of Company Arrangement be fixed in the amount of $1,000.00 plus any applicable

GST, and may be paid."

4. To consider and if thought appropriate approve resolution 3: “That in accordance with the terms of the Deed of

Company Arrangement, that Creditors resolve to terminate the Deed.”

5. To consider and if thought appropriate approve resolution 4: “That the Company be placed into Liquidation and

James Stewart be appointed as Liquidator.”

6. To consider and if thought appropriate approve resolution 5: "That the remuneration of the Liquidator, as set out in

the Remuneration Approval Request dated 10 April 2019, for the period from 29 April to 2019 to conclusion of the

Liquidation, be fixed up to a maximum amount of $20,050.00, plus any applicable GST, but subject to upward

revision by resolution of creditors, and that the Liquidator be authorised to make periodic payments on account of

such accruing remuneration as incurred."

7. To consider and if thought appropriate approve resolution 6: "That the internal disbursements of the Liquidator, as

set out in the Remuneration Approval Request dated 10 April 2019, for the period from 29 April to 2019 to

conclusion of the Liquidation, be fixed up to a maximum amount of $1,000.00, plus any applicable GST, and may

be paid.”

8. Any other business that may be lawfully brought forward.


James Stewart

Deed Administrator

Note: In accordance with IPR Section 75-15(1)(c) please see effect of IPR Section 75-85 Entitlement to vote at meetings of

creditors on the following page.

B – Notice of meeting of creditors


Effect of IPR Section 75-85 – Entitlement to vote at meetings of creditors

1. A person other than a creditor (or the creditor’s proxy or attorney) is not entitled to vote at a meeting of creditors.

2. Subject to subsections (3), (4) and (5), each creditor is entitled to vote and has one vote.

3. A person is not entitled to vote as a creditor at a meeting of creditors unless:

(a) his or her debt or claim has been admitted wholly or in part by the external administrator; or

(b) he or she has lodged, with the person presiding at the meeting, or with the person named in the notice convening the meeting as the person who may receive particulars of the debt or claim:

(i) those particulars; or

(ii) if required—a formal proof of the debt or claim.

4. A creditor must not vote in respect of:

(a) an unliquidated debt; or

(b) a contingent debt; or

(c) an unliquidated or a contingent claim; or

(d) a debt the value of which is not established;

unless a just estimate of its value has been made.

5. A creditor must not vote in respect of a debt or a claim on or secured by a bill of exchange, a promissory note or any other negotiable instrument or security held by the creditor unless he or she is willing to do the following:

(a) treat the liability to him or her on the instrument or security of a person covered by subsection (6) as a security in his or her hands;

(b) estimate its value;

(c) for the purposes of voting (but not for the purposes of dividend), to deduct it from his or her debt or claim.

6. A person is covered by this subsection if:

(a) the person’s liability is a debt or a claim on, or secured by, a bill of exchange, a promissory note or any other negotiable instrument or security held by the creditor; and

(b) the person is either liable to the company directly, or may be liable to the company on the default of another person with respect to the liability; and

(c) the person is not an insolvent under administration or a person against whom a winding up order is in force.


Schedule 2 to the Corporations Act 2001, Section 60-10

Insolvency Practice Rules (Corporations) 2016, Section 70-45

Payless Shoes Pty Ltd (Subject to Deed of Company Arrangement) (the Company)

ACN 162 529 455

Remuneration Approval Request

This report contains the following information:

– Part 1: Declaration

– Part 2: Executive summary

– Part 3: Remuneration

– Part 4: Disbursements

– Part 5: Report on progress of the administration

– Part 6: Summary of receipts and payments

– Part 7: Questions

– Part 8: Approval of remuneration and internal disbursements

– Schedule A: Resolution 1 details

– Schedule B: Resolution 5 details

Next steps for creditors:

– Please review the contents of this report, which sets out the resolutions to be approved by creditors at the meeting

of creditors on 29 April 2019.

– Refer to section 4 of the report to creditors dated 10 April 2019 for details as to how you can attend the meeting of

creditors in person or by proxy in order to vote on the resolutions contained in this report.

1 Declaration I, James Stewart of Ferrier Hodgson, have undertaken a proper assessment of this remuneration claim for my

appointment as Deed Administrator of the Company in accordance with the Corporations Act 2001 (Cth) (the Act), the

Australian Restructuring Insolvency & Turnaround Association (ARITA) Code of Professional Practice (the Code) and

applicable professional standards.

I am satisfied that the remuneration claimed is in respect of necessary work, properly performed, or to be properly

performed, in the conduct of the administration.

2 Executive summary

Summary of remuneration approval sought for the Company

To date, remuneration totalling $2,333,303.50 has been approved and paid in the administration of the Company.

This report details approval sought for the following remuneration:

Period Amount (ex GST)

$

Past remuneration approved:

Voluntary administration

22 November 2016 to 9 December 2016 447,751.00

10 December 2016 to 31 January 2017 474,896.00

1 February 2017 to 8 March 2017 422,890.50

C – Remuneration approval request


9 March 2017 to 27 March 2017 (or the execution of DOCA) 263,229.50

Deed of Company Arrangement

28 March 2017 to the conclusion of DOCA 424,680.00

27 October 2017 to 23 November 2018 224,706.50

24 November 2018 to conclusion of the DOCA 75,150.00

Total past remuneration approved and paid 2,333,303.50

Current remuneration approval sought:

Deed Administration

Resolution 1: 1 April 2019 to termination of the Deed of Company Arrangement* 10,250.00

Liquidation

Resolution 5: 29 April 2019 to conclusion of Liquidation* 20,050.00

Total current remuneration approval sought 30,300.00

Total remuneration 2,363,603.50

* Approval for the future remuneration sought is based on an estimate of the work necessary to the completion of the administration and execution of the liquidation. Should additional work be necessary beyond what is contemplated, further approval may be sought from creditors.

Please refer to Part 3 for full details of the calculation and composition of the remuneration approval being sought.

Summary of internal disbursements approval sought for the Company

To date, internal disbursements totalling $19,418.92 has been approved and paid in the administration of the Company.

This report details approval sought for the following internal disbursements:

Period Amount (ex GST)

$

Past internal disbursements approved:

1 July 2018 to 31 December 2018 19,418.92

Total past internal disbursements approved 19,418.92

Current internal disbursements approval sought:

Deed Administration

Resolution 3: 6 October 2018 to termination of Deed of Company Arrangement* 1,000.00

Liquidation

Resolution 6: 29 April 2019 to conclusion of the Liquidation* 1,000.00

Total current internal disbursements approval sought 2,000.00

Total disbursements 21,418.92

* Approval for the future internal disbursements sought is based on an estimate of the internal disbursements

necessary to the completion of the administration and execution of the liquidation. Should additional internal

disbursements be necessary beyond what is contemplated, further approval may be sought from creditors.

Please refer to Part 4 of this Remuneration Approval Request for full details of the calculation and composition of the

internal disbursements approval being sought.


3 Remuneration

Remuneration claim resolutions

I will be seeking approval of the following resolutions with respect to remuneration. Details to support these resolutions

are included in Part 3.2.

Resolution 1:

That the remuneration of the Deed Administrator, as set out in the Remuneration Approval Request dated 10 April 2019,

for the period from 1 April 2019 to termination of the Deed of Company Arrangement be fixed in the amount of $10,250.00

plus any applicable GST, and may be paid."

Resolution 5:

"That the remuneration of the Liquidator, as set out in the Remuneration Approval Request dated 10 April 2019 for the

period from 29 April 2019 to conclusion of the Liquidation be fixed up to a maximum amount of $20,050.00 plus any

applicable GST, but subject to upward revision by resolution of creditors, and that the Liquidator be authorised to make

periodic payments on account of such accruing remuneration as incurred."

Details of remuneration

The basis of calculating the remuneration claims are set out below, including the details of the major tasks performed

and the costs associated with each of those major tasks.

Resolution 1: 1 April 2019 to termination of the Deed of Company Arrangement

The below table sets out the expected costs for the major tasks likely to be performed by Deed Administrator and his

staff for the period 1 April 2019 to termination of the Deed of Company Arrangement, which is the basis of the

Resolution 1 claim. Please refer to Schedule A for further details with respect to the tasks performed.

Task Hours Amount

$

Creditors 12.0 5,125.00

Dividend 4.8 2,050.00

Administration 7.2 3,075.00

Total 24.0 10,250.00

Resolution 5: 29 April 2019 to conclusion of the Liquidation

The below table sets out the expected costs for the major tasks likely to be performed by the Liquidator and his staff for

the period 29 April 2019 to conclusion of the Liquidation, which is the basis of the Resolution 5 claim. Please refer to

Schedule B for further details with respect to the tasks likely to be performed.

Task Hours Amount

$

Creditors 33.5 14,362.00

Administration 15.5 5,687.50

Total 49.0 20,050.00

Total remuneration reconciliation

Comparison between current total and previous estimates

In my previous remuneration approval request dated 30 November 2018, an estimate of the cost to complete the

administration was $75,150.00. The administration is now nearing completion and I am seeking approval of additional

remuneration of $30,300.00, which includes the following:

– $10,250.00 to finalise the DOCA and to hold a final meeting of creditors to place the Company into liquidation; and

– $20,050.00 being requested for the administration and finalisation of the Company’s liquidation.


Future remuneration requests

In preparing this report, I have made my best estimate at what I believe the Deed Administration and Liquidation will

cost to complete and I do not anticipate that I will have to ask creditors to approve any further remuneration. However,

should the Liquidation not proceed as expected, I will advise creditors and I may seek approval of further remuneration

and provide details on why the remuneration has changed.

4 Disbursements

Types of disbursements

Disbursements are divided into three types:

– Externally provided professional services. These are recovered at cost. An example is legal fees.

– Externally provided non-professional costs such as travel, accommodation and search fees. These disbursements

are recovered at cost.

– Internal disbursements such as photocopying, printing and postage. These disbursements, if charged to the

liquidation/administration, would generally be charged at cost; although if a data room is utilised, the fee will

comprise an initial setup fee and then a fee based on the duration and size of the data room or the number of

users per month. Certain services provided by Ferrier Hodgson may require the processing of electronically stored

information into specialist review platforms. Where these specialist resources are utilised, the fee will be based on

units (e.g. number of computers), size (e.g. per gigabyte) and/or period of time (e.g. period of hosting). The

relevant rates for internal disbursements are set out below:

Disbursement type Charges (excl GST)

Advertising At cost

ASIC industry funding model levy – metric events At prescribed ASIC rates

Couriers At cost

Data room set-up $450.00

Data room hosting – Option A Variable – see separate table below

Data room hosting – Option B (incl 100GB of data) $84.95 per user per month

eDiscovery services Variable

Photocopying / printing (colour) $0.50 per page

Photocopying / printing (mono) $0.20 per page

Photocopying / printing (outsourced) At cost

Postage At cost

Searches At cost

Staff travel reimbursement Up to $100/day

Staff vehicle use At prescribed ATO rates

Storage and storage transit At cost

Telephone calls At cost Note: Above rates are applicable for the financial year ending 30 June 2019. Disbursements charged at cost do not require creditor approval.

Data room hosting fees by size (MB) Charges per month (excl GST)

0-300 $950

300-1000 $950 + $2.50/MB

1000-5000 $2,500 + $1.25/MB

5000+ $7,500 + $0.60/MB

Disbursements paid from the administration to Ferrier Hodgson to date

I have undertaken a proper assessment of disbursements claimed for the administration of the Company, in

accordance with the law and applicable professional standards. I am satisfied that the disbursements claimed are

necessary and proper.


Disbursement claim resolutions

I will be seeking approval of the following resolutions with respect to disbursements. Details to support these resolutions

are included in Part 4.4.

Resolution 2:

"That the internal disbursements of the Deed Administrator, as set out in the Remuneration Approval Request dated 10

April 2019, for the period from 6 October 2018 to termination of the Deed of Company Arrangement be fixed in the amount

of $1,000.00 plus any applicable GST, and may be paid."

Resolution 6:

"That the internal disbursements of the Liquidator, as set out in the Remuneration Approval Request dated 10 April 2019,

for the period from 29 April to 2019 to conclusion of the Liquidation, be fixed up to a maximum amount of $1,000.00, plus

any applicable GST, and may be paid.”

Details of disbursements

Retrospective internal disbursement claim

The following internal disbursements have been claimed by my firm, Ferrier Hodgson, for the period 6 October 2018 to

termination of the Deed of Company Arrangement, which is the basis of the Resolution 2 claim.

Disbursements claimed Basis Total (excl GST)

$

Photocopying / printing Colour ($0.50 per page)

Mono ($0.20 per page) 656.30

Storage and Storage Transit At cost 39.17

Total 695.47

Prospective internal disbursement claim - DOCA

Future disbursements provided by my firm, Ferrier Hodgson, will be charged to the Deed Administration on the same

basis as set out in Part 4. Approval of the payment of these disbursements at those rates to a capped amount of

$1,000.00 plus any applicable GST, is being sought as part of resolution 2.

Prospective internal disbursement claim - Liquidation

Future disbursements provided by my firm, Ferrier Hodgson, will be charged to the Liquidation on the same basis as set

out in Part 4. Approval of the payment of these disbursements at those rates to a capped amount of $1,000.00 plus any

applicable GST, is being sought as part of resolution 6.

5 Report on progress of the administration The Remuneration Approval Request must be read in conjunction with the report to creditors dated 10 April 2019 which

outlines the progress of the administration.

6 Summary of receipts and payments A summary of receipts and payments for the period 23 November 2018 to 31 March 2019 is set out in Annexure A to

the report to creditors dated 10 April 2019.

7 Approval of remuneration and internal disbursements For information about how approval of the resolutions for remuneration and internal disbursements will be sought, refer

to Section 5 of the report to creditors dated 10 April 2019.

8 Questions If you require further information in respect of the above, or have other questions, please contact this office on +61 2

9286 9877 or [email protected].


The partners of Ferrier Hodgson are members of ARITA. Ferrier Hodgson follows the Code. A copy of the Code may be

found on the ARITA website at www.arita.com.au.

An information sheet concerning approval of remuneration in external administrations can also be obtained from the

Australian Securities & Investments Commission website at www.asic.gov.au.


James Stewart

Deed Administrator

http://www.arita.com.au/


Schedule A – Resolution 1

The below table contains more detailed descriptions of the tasks performed within each task area performed by the

Deed Administrator and his staff for the period 1 April 2019 to termination of the Deed of Company Arrangement, which

is the basis of the Resolution 1 claim in section 3.2.1.

Task area General description Includes

Creditors

12.0 hours

$5,125.00

(excl GST)

Creditor enquiries, requests and

directions

– Receive and respond to creditor enquiries

– Compiling information requested by creditors

Creditor reports – Preparing update report to creditors

Meeting of creditors

– Preparation of meeting notices, proxies and

advertisements

– Forward notice of meeting to all known

creditors

– Preparation of meeting file, including agenda,

certificate of postage, attendance register, list

of creditors, reports to creditors, advertisement

of meeting and draft minutes of meeting.

– Convening meeting of creditors to finalise

DOCA and place Company into liquidation

– Preparation and lodgement of minutes of

meetings with ASIC

– Respond to creditor queries and questions

immediately following meeting

Dividend

4.8 hours

$2,050.00

(excl GST)

Dividend procedures

– Reviewing status of dividend cheques

– Payment of any uncleared funds to ASIC

unclaimed monies

– Finalisation of dividend file

Administration

7.2 hours

$3,075.00

(excl GST)

Correspondence – General correspondence

Document maintenance / file review /

checklist

– Administration reviews

– Filing of documents

– File reviews

– Updating checklists

Bank account administration – Requesting bank statements

– Bank account reconciliations

ASIC forms

– Preparing and lodging ASIC forms

– Correspondence with ASIC regarding statutory

forms

ATO and other statutory reporting – Preparing monthly and final Deed

Administration BASs

Finalisation

– Notifying ATO of finalisation

– Cancelling ABN / GST / PAYG registration

– Preparing ASIC finalisation forms and

notifications

– Completing checklists

– Finalising WIP

Planning / review – Discussions regarding finalisation strategy of

administration and of the future liquidation

Books and records / storage – Dealing with records in storage

– Sending job files to storage


Schedule B – Resolution 5

The below table contains more detailed descriptions of the tasks performed within each task area likely to be performed

by the Liquidator and his staff for the period 29 April 2019 to conclusion of the Liquidation, which is the basis of the

Resolution 5 claim in section 3.2.2:

Task area General description Includes

Creditors

33.5 hours

$14,362.50

(excl GST)

Creditor enquiries, requests and

directions

– Receive and respond to creditor enquiries

– Maintaining creditor request log

– Review and prepare initial correspondence to

creditors and their representatives

– Compiling information requested by creditors

Creditor reports – Preparing Statutory report and lodging same

with ASIC

Administration

15.5 hours

$5,687.50

(excl GST)

Correspondence – General correspondence

Document maintenance / file review /

checklist

– Administration reviews

– Filing of documents

– File reviews

– Updating checklists

Bank account administration

– Requesting bank statements

– Bank account reconciliations

– Preparing correspondence and closing

accounts

ASIC forms

– Preparing and lodging ASIC forms

– Correspondence with ASIC regarding statutory

forms

ATO and other statutory reporting – Notification of appointment

– Preparing monthly and final Liquidation BASs

Finalisation

– Notifying ATO of finalisation

– Cancelling ABN / GST / PAYG registration

– Preparing ASIC finalisation forms and

notifications

– Completing checklists

– Finalising WIP


Form 532 - Appointment of Proxy

Insolvency Practice Rules (Corporations) 2016, Section

75-25

Return no later than 4.00pm on 26 April 2019 to:

Ferrier Hodgson GPO Box 4114 SYDNEY NSW2001

Tel: +61 2 9286 9877

Fax: +61 2 9286 9888

Email: [email protected]

Indebted Company: Payless Shoes Pty Ltd (Subject to Deed of Company Arrangement) ACN 162 529 455

Date of Appointment: 12/04/2017

A. Name and Contact Details of Person or Entity Entitled to Attend Meeting 1

(if entitled in a personal capacity, given name and surname; if a corporate entity, full name of company, etc) 2 of

(address)

3 Tel: 4 Email:

B. Appointment of Person to Act as Proxy Note: You may nominate “the Chairperson of the meeting” as your proxy (or your alternate proxy in the event that the first-named proxy is not in attendance).

1 I/We, as named in Section A above, a creditor/employee/contributory/member of the Company, appoint

2

(name of person appointed as proxy)

3 4 or in his / her absence

(address of person appointed as proxy) 5

(name of person appointed as alternate proxy)

6 7 as *my / *our proxy

(address of person appointed as alternate proxy) to vote at the meeting of creditors to be held on 29 April 2019 at Ferrier Hodgson, Level 25, One International Towers

Sydney, 100 Barangaroo Avenue, Sydney at 2.00pm, or at any adjournment of that meeting in accordance with the

instructions in Section C below.

C. Voting Instructions 1 *My / *Our proxy, as named in Section B above, is entitled to act as *my / *our :

2 general proxy, to vote on *my / *our behalf and / or

3 special proxy, to vote on *my / *our behalf specifically as follows:

Resolution For Against Abstain

1. "That the remuneration of the Deed Administrator, as set out in the

Remuneration Approval Request dated 10 April 2019, for the period

from 1 April 2019 to termination of the Deed of Company

Arrangement be fixed in the amount of $10,250.00 plus any

applicable GST, and may be paid."

2. "That the internal disbursements of the Deed Administrator, as set

out in the Remuneration Approval Request dated 10 April 2019, for

the period from 6 October 2018 to termination of the Deed of

Company Arrangement be fixed in the amount of $1,000.00 plus

any applicable GST, and may be paid."

3. “That in accordance with the terms of the Deed of Company

Arrangement, that Creditors resolve to terminate the Deed.”

4. “That the Company be placed into Liquidation and James Stewart

be appointed as Liquidator.”

D – Appointment of proxy


Resolution For Against Abstain

5. "That the remuneration of the Liquidator, as set out in the

Remuneration Approval Request dated 10 April 2019 for the

period from 29 April 2019 to conclusion of the Liquidation be fixed

up to a maximum amount of $20,050.00 plus any applicable GST,

but subject to upward revision by resolution of creditors, and that

the Liquidator be authorised to make periodic payments on

account of such accruing remuneration as incurred."

6. "That the internal disbursements of the Liquidator, as set out in

the Remuneration Approval Request dated 10 April 2019, for the

period from 29 April to 2019 to conclusion of the Liquidation, be

fixed up to a maximum amount of $1,000.00, plus any applicable

GST, and may be paid.”

D. Signature

1 Dated:

2 Signature:

3 Name / Capacity:


Creditor Assistance Sheet: Completing a Proxy Form

Section A – Name and Contact Details of Person or Entity Entitled to Attend Meeting

1. Insert the full name of the employee, individual, sole trader, partnership or company that the debt is owed to.

2. Insert the address of the employee, individual, sole trader, partnership or company that the debt is owed to.

3. Insert the telephone number of the employee, individual, sole trader, partnership or company that the debt is owed to.

4. Insert the email address of the employee, individual, sole trader, partnership or company that the debt is owed to.

Section B – Appointment of Person to Act as Proxy

1. Cross out any wording that is not applicable. For example, if the employee/individual/sole trader/partnership/company is a creditor, cross out ‘*eligible employee creditor’, ‘*contributory’, ‘*debenture holder’ and ‘*member’.

2. Insert the name of the person who will be exercising the creditor’s vote at the meeting. If someone is attending the meeting in person, that person’s name should be inserted. Alternatively, if someone is unable to attend, but you still want to cast a vote at the meeting, then you can appoint the Chairperson of the meeting to vote on your behalf by inserting the words ‘the Chairperson’ here.

3. Insert the address of the person nominated at (2) that will be attending the meeting as proxy. If you have elected ‘the Chairperson’ because no one is attending in person, leave this row blank.

4. Cross out any wording that is not applicable.

5. If the person you have elected to attend is unavailable on the day, you may nominate a second person to attend in their absence. Alternatively, you can appoint the Chairperson of the meeting to vote on your behalf by inserting ‘the Chairperson’.

6. Insert the address of the second person here. If you have elected ‘the Chairperson’, leave this row blank.

7. Cross out any wording that is not applicable.

Section C – Voting Instructions

1. Cross out any wording that is not applicable. 2. Insert an ‘X’ in this box if you want the person who is attending the meeting to vote as they see fit on each of the

resolutions in the ‘Resolution’ table. If you select this option, proceed to Section D, unless you wish to vote specifically on certain resolutions, in which case you also insert an ‘X’ in the special proxy box and select ‘For’, ‘Against’ or ‘Abstain’ on the resolutions. The person voting at the meeting will have discretion to vote as they see fit on any resolutions where you have not selected ‘For’, ‘Against’ or ‘Abstain’.

3. Insert an ‘X’ in this box if you want the person who is attending the meeting, to vote exactly in accordance with your instructions. If you select this option, you must select ‘For’, ‘Against’ or ‘Abstain’ for each of the resolutions in the ‘Resolution’ table. Do not tick more than one box for each resolution.

Section D – Signature Instructions

1. Insert the date that the proxy form is being signed.

2. The form should be signed by one of the following persons:

• If the debt is owed to an employee/individual, then the individual that the debt is owed to; or

• If the debt is owed to a sole trader, then the sole trader that the debt is owed to; or

• If the debt is owed to a partnership, then one of the partners of the partnership; or

• If the debt is owed to a company, then a duly authorised office of the company (normally a director or secretary of the company).

3. Insert the name of the person signing the form, and note their capacity (that is, their role):

• If the debt is owed to a sole trader, note their capacity as proprietor, eg: “[Full name], proprietor”; or

• If the debt is owed to a partnership, note their capacity as partner, eg: “[Full name], partner of the firm named in Section A above”; or

• If the debt is owed to a company, note their capacity as director or secretary, eg: “[Full name], director/secretary of the company named in Section A above”]


Form 535 Formal Proof of Debt or Claim Form

Corporations Act 2001, Regulation 5.6.49(2)

Return to:

Ferrier Hodgson GPO Box 4114 SYDNEY NSW2001

Tel: +61 2 9286 9877

Fax: +61 2 9286 9888

Email: [email protected]

Indebted Company: Payless Shoes Pty Ltd (Subject to Deed of Company Arrangement) ACN 162 529 455

Date of Appointment: 12/04/2017

A. Name and Contact Details of Creditor 1 (the Creditor)

(if in a personal capacity, given name and surname; if a corporate entity, full name of company, etc) 2 of

(insert address) 3 Tel: 4 Email:

Tick this box to elect to receive electronic notification of notices or documents, in accordance with Section 600G of

the Corporations Act 2001, at the email address specified above.

B. Details of Debt or Claim

1 Amount owing:

(insert dollars and cents, inclusive of GST if applicable)

2 Nature of Debt or Claim:

(insert description of debt and/or reference any supporting documentation)

3 Select one of the following options:

The Creditor is an unsecured creditor of the indebted Company

The Creditor is a secured creditor of the indebted Company

The Creditor is an employee / former employee of the indebted Company

The Creditor is a related party (please indicate: secured / unsecured)

For all claims:

4 I have attached supporting documentation to substantiate the Creditor’s claim (secured creditors must attach evidence of

security)

5 To my knowledge or belief the creditor has not, nor has any person by the creditor's order had or received any

satisfaction or security for the sum or any part of it except for the following:

(insert details and value of security where relevant)

C. Signature

1 Dated:

2 Signature:

3 Name / Capacity:

E – Proof of debt


Creditor Assistance Sheet: Completing a Proof of Debt Form

Section A – Name and Contact Details of Creditor

1. Insert the full name of the employee, individual, sole trader, partnership or company that the debt is owed to.

2. Insert the address of the employee, individual, sole trader, partnership or company that the debt is owed to.

3. Insert the telephone number of the employee, individual, sole trader, partnership or company that the debt is owed to.

4. Insert the email address of the employee, individual, sole trader, partnership or company that the debt is owed to.

Section B – Details of Debt or Claim

1. The amount owing should only include debts or claims which arose prior to the date of appointment.

2. Insert the currency if not Australian dollars.

3. Type of creditor: tick one of the options only.

4. For all claims, ensure supporting documentation is attached, such as invoices, statements, agreements.

5. For secured creditors, insert particulars of all securities held. If the securities are on the property of the company,

assess the value of those securities. If any bills or other negotiable securities are held, indicate “refer attached” above

and show them in a schedule in the following form:

Date Drawer Acceptor Amount ($) Due Date

Section C – Signature Instructions

1. Insert the date that the proof of debt form is being signed.

2. The form should be signed by one of the following persons:

• If the debt is owed to an employee/individual, then the individual that the debt is owed to; or

• If the debt is owed to a sole trader, then the sole trader that the debt is owed to; or

• If the debt is owed to a partnership, then one of the partners of the partnership; or

• If the debt is owed to a company, then a duly authorised office of the company (normally a director or secretary of

the company).

3. Insert the name of the person signing the form, and note their capacity (that is, their role):

• If the debt is owed to a sole trader, note their capacity as proprietor, eg: “[Full name], proprietor”; or

• If the debt is owed to a partnership, note their capacity as partner, eg: “[Full name], partner of the firm named in

Section A above”; or

• If the debt is owed to a company, note their capacity as director or secretary, eg: “[Full name], director/secretary of

the company named in Section A above”]

payless shoes pty ltd (subject to deed of company ...apr 10, 2019 · payless shoes pty ltd...

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