22
Henry Walker Eltin Group Limited and 24 of its corporate subsidiaries (All Subject to Deeds of Company Arrangement) Report to Creditors 14 December 2006
Henry Walker Eltin Group Limited and 24 of its corporate subsidiaries (All Subject to Deeds of Company Arrangement)
Report to Creditors
14 December 2006
1
Basis of preparation
The Deed Administrators
of the companies listed
are:
Tony McGrath
Scott Kershaw
Joseph Hayes
Shaun Fraser
Should creditors have
any enquiries in relation
to the conduct of the
Administrations to date
or in relation to this
report please contact:
Brad Leahy
Ph: (02) 9338 2603
Fax: (02) 9338 2699
The Deed Administrators
of the companies listed
are:
Tony McGrath
Scott Kershaw
Joseph Hayes
Shaun Fraser
Should creditors have
any enquiries in relation
to the conduct of the
Administrations to date
or in relation to this
report please contact:
Brad Leahy
Ph: (02) 9338 2603
Fax: (02) 9338 2699
+ Northaust Auto Hire Pty Limited
ACN 009 639 490
+ Simon Engineering (Australia) Holdings Pty Limited
ACN 000 142 165
+ Simon Engineering (Australia) Pty Limited
ACN 000 117 000
+ Castleton Pty Limited ACN 009 210 664
+ Capena Open Pit Operations Pty Limited ACN 008 918 278
(Formerly Eltin Open Pit Operations Pty Limited)
+ Castlemaine Wastewater Treatment Pty Limited
ACN 081 417 030
+ Capena Civil Pty Limited ACN 106 551 302
(Formerly HWE Civil Pty Limited)
+ LSM Projects Pty Limited ACN 106 580 134
+ Capena International Pty Limited ACN 009 211 456
(Formerly Eltin International Pty Limited)
+ Dover Investments Pty Limited ACN 009 637 914
+ Bridge Autos Pty Limited ACN 009 625 816
+ Capena Land Pty Limited ACN 009 614 788
(Formerly HWE Land Pty Limited)
The Cockatoo Pool
+ Capena Underground Operations Pty Limited
ACN 008 906 849 (Formerly Eltin Underground Operations Pty Limited)
The Eltin Pool
+ ACN 009 366 036 Pty Limited ACN 009 366 036
The purpose of this report is to provide creditors with an update on matters that transpired subsequent to our previous reports toNon-Core Pool Creditors on 17 October 2005 and to Mining Pool Creditors on 17 February 2006. Copies of these and other reports are available on our website www.mcgrathnicol.com
Throughout this report the companies which were placed into Administration on 31 January 2005 will now be referred to eitheron an individual basis or collectively in their Deed of Company Arrangement (“DOCA”) pools as set out below.
The Mining Pool
+ Henry Walker Eltin Group Limited ACN 007 710 483
+ Capena Contracting Pty Limited ACN 009 625 138
(Formerly Henry Walker Eltin Contracting Pty Limited)
+ Capena IO Pty Limited ACN 072 445 179
(Formerly HWIO Pty Limited)
+ Capena Environmental Pty Limited ACN 009 627 490
(Formerly Henry Walker Environmental Pty Limited)
+ Capena Underground Pty Limited ACN 007 649 274
(Formerly Henry Walker Underground Pty Limited)
+ Capena Surface Mining Pty Limited ACN 062 450 113
(Formerly Eltin Surface Mining Pty Limited)
The Non-Core Pool
+ Bulumba Pty Limited ACN 008 060 240
+ Capnorth Developments Pty Limited ACN 009 640 251
+ Capena Finance Pty Limited ACN 009 593 668
(Formerly HWE Finance Pty Limited)
+ HWGL Services Pty Limited ACN 009 615 436
+ Inventive Pty Limited ACN 009 639 310
2
Contents
Section Page1 Glossary 22 Scope and Disclaimer 33 Executive Summary 44 Statutory Process 65 Conduct of Administration5.1 DOCA Structure 75.2 Administrators’ Realisation Strategy 85.3 Sale of HWE Mining 95.4 Summary of Mining Pool Sales 105.5 Summary of Non Core Asset Sales 116 Distributions to Creditors6.1 Creditor Claims Adjudication Summary 126.2 Admission of Creditor Claims 136.3 Participation in Dividends 146.4 Progressive estimated outcome 156.5 Statutory Interest 167. Remaining Activities 188. Remuneration 19
Annexure 1 – Receipts and Payments 21
1. GlossaryThe Act Corporations Act 2001The Administrators and Tony McGrath, Scott Kershaw, Joseph Hayes and Deed Administrators Shaun Fraser of McGrathNicol
ASIC Australian Securities and Investment CommissionASIC Class Order ASIC Class Order 98/1418Civil HWE’s Civil Engineering divisionClass Order Group Entities Those HWE Group companies which are parties to
the ASIC Class OrderDOCA Deed of Company ArrangementFinancial Creditors Domestic financial institutions and US bond holders,
both lenders to HWE GroupGlencore Glencore Finance AGGlencore Transaction Proposal to inject $100 million of fresh to Henry Walker
Eltin Limited through a rights issue and the issue of preference shares
Guarantor Companies Those companies within the HWE Administration Group that have guaranteed the obligations of Capena Finance Pty Limited under the Syndicated Loan Agreement and the bondholders’ Note and Guarantee Agreement
HWE Administration Group Henry Walker Eltin Group Limited and 25 of its Australian subsidiaries formerly in Administration, now 24 of its Australian subsidiaries subject to DOCA
HWE Board The Board of Directors of HWE Group LimitedHWE Group Henry Walker Eltin Group Limited and all of its
subsidiaries, including companies not in AdministrationHWE Mining The contract mining business of which undertook mine
development, drilling, blasting, loading and haulage services, in both surface and underground mines, mainly in Western Australia
JV Joint VentureKPC Project A coal mining contract with PT Bumi Resources
(Indonesia)
This report
summarises the
various statutory and
realisation strategies
executed throughout
the Administration.
The report also details
the outcomes of these
strategies and
provides an update on
returns to creditors.
This report
summarises the
various statutory and
realisation strategies
executed throughout
the Administration.
The report also details
the outcomes of these
strategies and
provides an update on
returns to creditors.
3
2. Glossary continued, Scope and Disclaimer
Mining Pool Trade Means the trade and other creditors of the Mining Pool Creditors entities other than the Financial Creditors, Guarantor
Companies and priority Mining Pool creditorsNew Zealand Operations Branch operation of HWE Mining in New Zealand,
Principal operations are conducted for Solid Energy, the national NZ power generator
Ngarda Ngarda Civil & Mining Pty LimitedNon-Core Trade Creditors Refers to the trade and other creditors of the Non-Core
entities other than the Financial Creditors, Guarantor Companies and priority creditors
OH & S Occupational Health & SafetyRATA Report as to Affairs
The Mining Pool Refers to the DOCA executed by the 6 companies listed on page one as the Mining Pool
The Non-Core Pool Refers to the DOCA executed by the 17 companies listed on page one as the Non-Core Pool
The Cockatoo Pool Refers to the DOCA executed by HWE Cockatoo Pty Limited and Capena Underground Operations Pty Limited
The Eltin Pool Refers to the DOCA executed by ACN 009 366 036 Pty Limited
2. Scope and disclaimer
+ This report has been prepared to provide all creditors with an update of progress made in the DOCAs and has been prepared solely for the creditors.
+ The information contained in this report has been prepared on the basis of:
+ Trading results for the period 1 February 2005 to 31 January 2006;
+ Asset realisations in the period from our appointment to 31 October 2006 and estimates of future realisations; and
+ Dividends declared and paid to date.
+ Estimates of creditor claims used in this report are subject to ongoing formal proof and adjudication process. Accordingly, the quantum of claims ultimately admitted to prove may vary from current estimates.
+ This report assumes that certain guarantees, claims and other contractual agreements operate in accordance with independent legal advice obtained by the Deed Administrators. These guarantees, claims and contractual provisions are subject to further clarification and review.
+ The Deed Administrators do not warrant or underwrite any of the forecasts set out in this report, and accept no liability to any party in respect of any reliance placed on the material contained in this report.
+ In accordance with our firm’s policy, we advise that neither the firm nor any member or employee of the firm undertakes responsibility in any way whatsoever in respect of the information set out in this report, including errors, omissions or negligence however caused.
When reading this
report creditors
should be mindful
of the context in
which the report is
written as detailed
opposite in the
scope and
disclaimer.
When reading this
report creditors
should be mindful
of the context in
which the report is
written as detailed
opposite in the
scope and
disclaimer.
4
3. Executive Summary
The appointment of
Administrators to the
HWE Administration
Group followed the
announcement of the
withdrawal of the
proposed Glencore
transaction.
Without a committed
source of funding , the
HWE Administration
Group could not meet its
financial commitments,
including requirements
for capital expenditure
and expansion
programmes.
The appointment of
Administrators to the
HWE Administration
Group followed the
announcement of the
withdrawal of the
proposed Glencore
transaction.
Without a committed
source of funding , the
HWE Administration
Group could not meet its
financial commitments,
including requirements
for capital expenditure
and expansion
programmes.
Background
The HWE Group operated businesses in contract mining (both local and international), civil engineering, automotive retailing and property development. During May 2004, against a backdrop of declining trading results in a number of businesses, the HWE Group announced expansion plans which included entering into a mining contract with PT Bumi Resources to develop a coal mine in Indonesia. HWE Group initially financed this expansion from operating cash flow while project specific financing was sought. During December 2004, the HWE Group entered into a recapitalisation proposal with Glencore which was subject to due diligence. Following the withdrawal of the recapitalisation proposal and the failure to secure alternative funding the directors formed the opinion that the HWE Administration Group was likely to become insolvent.
Appointment of Administrators
On 31 January 2005, the HWE Board appointed Administrators to Henry Walker Eltin Group Limited and 25 of its corporate subsidiaries. Messrs John Gibbons, Jack Crumlin and Kieran Hutchison of Ernst & Young were initially appointed Administrators. Following their resignation, on 1 February 2005, Tony McGrath, Scott Kershaw, Joseph Hayes and Shaun Fraser of McGrathNicol+Partners were appointed.
Strategy
Following appointment, the Administrators stabilised the operations whilst formulating and executing appropriate realisation strategies.
These strategies were broadly:
+ the realisation of Non-Core assets and exiting unprofitable contracts;
+ to focus management of HWE Mining on improving operational performance;
+ to assess each of the business units and implement profit improvement programmes to enhance enterprise value;
+ to focus on the significant capital requirements of the HWE Mining business, including a requirement to replace the ageing fleet of plant and equipment used to service existing profitable contracts and its customers expansion requirements;
+ to align realisation strategies and explore alternatives available under the Voluntary Administration process; and
+ to structure DOCA pools to facilitate returns to creditors whilst simultaneously preserving pre-existing creditor rights.
5
Executive Summary continued
The DOCA pools have
allowed for effective
distribution of the assets
realised and have
accelerated the timing of
returns to creditors.
Trade creditors are likely
to receive higher returns
than indicated in our
previous reports.
Sufficient funds will be
available to meet all trade
creditor claims in full.
It is likely that there will be
funds available to
creditors after payment of
their claims in full. Any
surplus will be available to
partially meet claims for
statutory interest to all
creditors.
The DOCA pools have
allowed for effective
distribution of the assets
realised and have
accelerated the timing of
returns to creditors.
Trade creditors are likely
to receive higher returns
than indicated in our
previous reports.
Sufficient funds will be
available to meet all trade
creditor claims in full.
It is likely that there will be
funds available to
creditors after payment of
their claims in full. Any
surplus will be available to
partially meet claims for
statutory interest to all
creditors.
DOCA Pools
The Administrators devised a strategy to distribute funds to creditors which recognised statutory requirements and existing contractual obligations, while retaining the flexibility to meet the commercial needs of the various business sales. The DOCA pools preserved the rights available to creditors on appointment and pooled assets and liabilities to reflect both ASIC Class Order and creditor guarantees.
This strategy provided for a more streamlined creditor claims adjudication and distribution process, substantially eliminating the requirements to adjudicate on both inter-company loans within the HWE Administration Group and potential claims for subrogation and co-contribution.
Creditor Claims Adjudication
The Administrators have largely completed the realisation of assets following the sale of the Australian and New Zealand operations of HWE Mining in February 2006. In recent months, the focus of the Administration has been the review, adjudication and payment of creditor claims in accordance with the terms of the DOCAs.
The Administrators have reviewed over 3,000 claims lodged since appointment to ensure that each creditor claim was a valid liability of the HWE Administration Group.
Returns to Creditors
The Administrators have declared a second interim dividend of 50 cents in the dollar on admitted claims in both the Mining and Non-Core Pools. This dividend will result in payment of 100 cents in the dollar on admitted creditor claims in the Mining Pool and 60 cents in the dollar for Non-Core Pool admitted claims. Given realisations to date and the level of admitted claims, there will be sufficient funds available to provide a further distribution of 40 cents in the dollar to remaining Non-Core Trade Creditors, resulting in payment in full to all creditors in each of the DOCA Pools.
It is anticipated that Non-Core Trade Creditors will receive the 40 cents in the dollar distribution in the first quarter of 2007.
Remaining Activities
It is likely that surplus funds will remain following the payment of all creditor claims in full. The DOCAs provide a mechanism to return further funds to creditors, by way of their right to claim for statutory interest. In addition, the Deed Administrators will complete the remaining statutory and corporate requirements, realise remaining assets and resolve residual contract disputes.
6
4. Statutory Process
1. 2.
31/1/05 8/2/05 8/7/05 3/11/05
3.
5.
4.
6.
This diagram highlights
the key statutory dates
during the
Administration.
Ordinarily, Voluntary
Administrations run for
a period of 4 weeks
following which the
future of the companies
would be resolved at
meetings of creditors.
In this instance and
given the complexities
and size of the HWE
Administration Group,
the Administrators
sought Court approval
and the support of
creditors to extend the
period of the
Administration to
facilitate a sale of the
assets in an orderly
manner.
This diagram highlights
the key statutory dates
during the
Administration.
Ordinarily, Voluntary
Administrations run for
a period of 4 weeks
following which the
future of the companies
would be resolved at
meetings of creditors.
In this instance and
given the complexities
and size of the HWE
Administration Group,
the Administrators
sought Court approval
and the support of
creditors to extend the
period of the
Administration to
facilitate a sale of the
assets in an orderly
manner.
3/3/06 7/12/06
7.
29/6/06
8.
20/9/06
1. On 1 February 2005, Tony McGrath, Scott Kershaw, Joseph Hayes and Shaun Fraser were appointed Administrators following the resignation of Messrs Gibbons, Crumlin and Hutchinson. The first meeting of creditors was held on 8 February 2005.
2. The Administrators extended the convening period for the second creditors meetings whilst continuing investigations into the affairs of the HWE Administration Group. The Administrators held the second meetings of creditors on 8 July 2005 at which creditors resolved to adjourn the meetings by up to 180 days pending Court approval. The Court approved the adjournment.
3. The Administrators reconvened the second meetings of creditors on 3 November 2006. At these meetings, creditors of the Non-Core Pool companies resolved that these companies execute a DOCA on a pooled basis. Creditors of the Eltin Pool also resolved to execute a DOCA. The creditor meetings for the remaining eight companies, now constituting the Cockatoo and Mining Pools, were adjourned for a further 180 days with Court approval.
4. The Non-Core Pool and the Eltin Pool DOCAs were executed on 23 November 2005.
5. At the reconvened second creditors meetings held on 28 November 2005, the Cockatoo Pool creditors resolved that the Cockatoo Pool companies execute a DOCA. The DOCA was executed on 16 November 2005.
6. The Administrators reconvened second creditors meeting of the Mining Pool companies remaining under Administration on 3 March 2006. At this meeting, creditors resolved that the Mining Pool companies execute a DOCA on a pooled basis. The Mining Pool DOCA was executed on 22 March 2006.
7. The Deed Administrators declared a first and interim dividend of 40 cents in the dollar to Financial Creditors and 10 cents in the dollar to Non-Core Trade Creditors from the Non-Core Pool on 29 June 2006.
8. The Deed Administrators declared a first and interim dividend of 10 cents in the dollar to Financial Creditors from the Cockatoo Pool on 11 August 2006
9. The Deed Administrators declared a first and interim dividend of 50 cents in the dollar to creditors of the Mining Pool companies on 20 September 2006.
1 February 2005 -Notice of Appointment of Administrators circulated to all known suppliers and employees.
20 June 2005 -Report to all creditors detailing the HWE Group’s history, financial circumstances leading to Administration, asset realisations to date and Administrators’recommendations for the HWE Administration Group.
17 October 2005 -Report updating creditors on the Administration, including the recommendation for the Non-Core Pool companies to execute a pooled DOCA and the adjournment of meetings for remaining companies.
17 February 2006 -Report on the outcome of HWE Mining sale and recommendation for Mining Pool companies to execute a pooled DOCA.
11/8/069.
7
5.1 Conduct of Administration – DOCA Structure
The DOCA structure
sought to pool assets and
liabilities to reflect the
provisions of the ASIC
Class Order, the cross
guarantees held by the
Financial Creditors and
the inter-company loan
accounts (where
relevant).
The DOCA structure
sought to pool assets and
liabilities to reflect the
provisions of the ASIC
Class Order, the cross
guarantees held by the
Financial Creditors and
the inter-company loan
accounts (where
relevant).
Henry Walker Eltin
Administration Group
The Mining Pool DOCA
+ Five of the six Mining Pool entities including Henry Walker Eltin Group Limited (the listed entity) and Capena Contracting Pty Limited (the entity that principally operated HWE Mining) were bound by an ASIC Class Order pursuant to which, each entity guaranteed the obligations of the other members of the Class Order group. The remaining entity, Capena Surface Mining Pty Limited held a HWE Mining contract.
+ The strategy of pooling the assets and liabilities of the six Mining Pool entities under a single DOCA was:
+ to preserve the rights of creditors under the ASIC Class Order and;
+ to avoid the need to apportion sale proceeds from the HWE Mining sale between entities that were parties to contracts and those that owned plant and equipment.
The Cockatoo DOCA
+ HWE Cockatoo Pty Limited held HWE Mining’s 50% share in the Cockatoo JV, together with the mining licences granted for the Cockatoo Island project.
+ To avoid the complexities associated with novating or replacing licences, a separate DOCA was formulated which enabled the Administrators to sell the shares of HWE Cockatoo Pty Limited.
The Non-Core DOCA
+ The remainder of the entities within the HWE Administration Group operated a number of non-mining businesses.
+ In order to avoid the need to administer a large number of separate liquidations, we proposed a DOCA structure that would pool the assets of these entities where the key objectives were:
+ enhancing and accelerating returns to Non-Core Trade Creditors compared to those that would be available in Liquidation;
+ recognising the guarantees executed by the Non-Core Pool companies in favour of the Financial Creditors; and
+ providing a simplified mechanism for Non-Core Trade Creditors to share in the upside of the sale of HWE Mining to reflect the Non-Core entities’ rights of co-contribution.
The Eltin DOCA
+ The inter-company loan structure of the HWE Group was complex and a number of loans were created following the merger with Eltin Limited and its subsidiaries in May 1999 that were not subordinated by the Financial Creditors facility documentation.
+ A number of Financial Creditors had the benefit of bi-lateral guarantees from ACN 009 336 036 Pty Limited. A separate DOCA was created to preserve the rights of these guarantee creditors.
8
5.2 Conduct of Administration –Administrators’ Realisation Strategy
The Administrators initial
priorities were to stabilise
operations, resolve a
range of complex
contractual issues and
commence the orderly
sale of the businesses.
The Administrators
sought to maximise
realisations by
commencing immediate
sale campaigns, where
possible, or improving
business performance
over time in order to
maximise enterprise
value.
The significant
commitment made by the
Administrators to funding
CAPEX requirements was
a key component in
preserving and enhancing
the value of the business.
The Administrators initial
priorities were to stabilise
operations, resolve a
range of complex
contractual issues and
commence the orderly
sale of the businesses.
The Administrators
sought to maximise
realisations by
commencing immediate
sale campaigns, where
possible, or improving
business performance
over time in order to
maximise enterprise
value.
The significant
commitment made by the
Administrators to funding
CAPEX requirements was
a key component in
preserving and enhancing
the value of the business.
Prior to our appointment, the HWE Board had commenced a strategy to divest non-core assets in order to focus on the HWE Group’s Mining and Civil operations. Following appointment the Administrators expanded and accelerated aspects of the existing sales strategies:
Immediate Steps
The Administrators focused management and staff on business operations and attended to the following:
+ took control of the management and operations of all businesses and established control and reporting lines as appropriate;
+ established management steering committees to manage the day to day operations and more effectively communicate with employees;
+ maintained regular contact with key customers and suppliers to ensure smooth ongoing operations; and
+ ensured that adequate insurance cover was in place and that appropriate occupational workplace health and safety standards were maintained.
Short-Term Asset Realisations
+ Divested Non-Core and Civil assets and focussed management on mining operations; and
+ sought a relatively shorter time frame for realisation of international mining assets in Ghana, Jamaica, Chile and Indonesia.
Business Improvement Programme
+ Assessed potential and initiate programmes to enhance enterprise value;
+ re-negotiated or exited unprofitable contracts and realised assets attached to the non-continuing contracts; and
+ focused on improving the profitability of the HWE Mining operations to enhance value.
Capital Expenditure Programme - CAPEX
Immediately following appointment the Administrators undertook an assessment of the plant and equipment fleet servicing HWE Mining. The business was capital intensive and used equipment which had a limited life. The assessment determined that the average age of owned equipment was almost 75% of its useful life. In the 12 months following the Administrators appointment, capital expenditure in excess of $100M was required to both service the existing contracts and provide for their expansion. The Administrators immediately attended to:
+ establishing a $50M finance facility with an external financier, overcoming a number of complexities associated with raising debt while in Administration; and
+ reviewing and reforecasting of CAPEX requirements and making provisions for same in cash flow projections.
The outcome of the Administrators’ CAPEX programme was as follows:
+ approximately $101.2M (including GST) spent in the period of 31 January 2005 to 1 February 2006;
+ $64.2M funded from operating cash flow; and
+ $37M financed under the facility.
The significant commitment made by the Administrators to funding the CAPEX requirements was a key component in preserving and enhancing the value of the business.
9
5.3 Conduct of Administration – Sale of HWE Mining
The Australian and New
Zealand mining
operations of HWE
represented the major
asset in the HWE Group.
The sale process was
complex but the results
achieved were above
initial forecasts as a result
of a robust sale process
and the Administrators’
focus on enhancing value.
The Australian and New
Zealand mining
operations of HWE
represented the major
asset in the HWE Group.
The sale process was
complex but the results
achieved were above
initial forecasts as a result
of a robust sale process
and the Administrators’
focus on enhancing value.
Following appointment, the Administrators stabilised the operations of HWE Mining whilst conducting an assessment of the profitability of the business, as a whole and on a contract by contract basis. The Administrators commenced a dual track sale process whereby the assets were offered to market either via an asset sale or recapitalisation of Henry Walker Eltin Group Limited.
Following the receipt of indicative bids, it was evident that value would be maximised by way of a sale of the business and assets as a going concern.
The Administrators, whilst continuing to trade HWE Mining, attended to the following key tasks to enhance enterprise value:
+ restructured HWE Mining’s internal site forecasting systems to prepare detailed financial modelling for each contract. This improved forecasting and the quality of information available to the potential purchasers for the business. The site-based production and accounting models allowed both potential purchasers to bid on, and the Administrators to assess offers for, individual contracts and to withstand potential purchaser due diligence;
+ re-negotiated rates on several key contracts which were either marginal or unprofitable;
+ identified, secured and valued plant and equipment;
+ conducted an extensive sale process including;
+ using the restructured site forecast models to allow the potential purchasers to arrive at a value for the projects over their contract life and beyond; and
+ engaging external advisors or short term contractors with expertise in the mining sector.
+ reviewed and implemented an appropriate capital expenditure programme to ensure that HWE Mining could continue to meet current and future contract requirements;
+ entered into performance-based management retention agreements to maintain key corporate knowledge during the sale process and beyond;
+ implemented a separate transaction structure for the Cockatoo JV assets to facilitate the transfer of mining rights and licences; and
+ initiated a number of separate sale processes to complete the sales of international mining assets in Indonesia, Jamaica, Chile and Ghana.
10
5.4 Conduct of Administration – Summary of Mining Pool Asset Sales
HWE Mining
(Australia & New Zealand)
International Mining Assets
Civil Assets
Ngarda Civil & Mining
Assets to be realised
HWE Mining operated as a mining contractor with 14 contracts at time of sale throughout Australia and New Zealand.Sale completed with an enterprise of $224.4M, which included the sale of shares in HWE Cockatoo Pty Limited. Transfer of 1,800 employees, which eliminated potential priority claims of $13.8M.Return of bank guarantees, of approximately $21M, further reducing potential creditor claims.Novation of all mining contracts current at time of sale, eliminating any costs that would have been incurred on contract termination.Novation or payout of operating and finance leases thereby avoiding potential creditor claims of approximately $47.9M.Transfer of capital expenditure programme and implementation of a mechanism to recover capital expenditure incurred in the period up to the completion of sale.Sale of surplus assets following exit of non-continuing contracts for $32.4M.HWE had interests in mining projects in Indonesia, Jamaica, Chile and Ghana.Indonesia - Administrators received USD 32M and were released from remaining liabilities under the project. Following conversion of the sale proceeds into AUD, 35M was received by the Non-Core Pool and $7M was received by the Mining Pool in repayment of inter-company loans.Jamaica – Administrators received $24.1M for the sale of HWE Contracting ApS ("HWE Denmark”), the holding company of HWE Jamaica and the plant and equipment used in the mining operations. Of this $18.4M was received by the Mining Pool.Chile – Administrators received approximately $5.7M for the sale of plant and equipment located in Chile.Ghana – Administrators received $3.9M from the sale of its 50% interest in the Ghana JV.
Henry Walker Eltin Group Limited held shares in Ngarda Civil and Mining Pty Limited.
These shares were sold to a wholly owned subsidiary of Leighton Contractors Pty Limited for approximately $6M. In addition, intercompany loans were settled in favour of the Capena Contracting Pty Limited for approximately $500K.
Interest in Water Treatment plan.
Recovery of debtors, return of bank guarantees and settlement of liabilities following the unwinding of disputed contracts.
As detailed in the
receipts and
payments at
Annexure 1, the
Mining Pool
realisations have
exceeded $320M.
This result is
significantly higher
than initial forecasts
as a result of
successfully
completing sales on a
going concern basis.
As detailed in the
receipts and
payments at
Annexure 1, the
Mining Pool
realisations have
exceeded $320M.
This result is
significantly higher
than initial forecasts
as a result of
successfully
completing sales on a
going concern basis.
Entities within HWE Group operated as civil contractors in Northern Territory (“NT”), Western Australia (“WA”) and New Zealand (“NZ”).Administrators received $7.6M following the sale of the NT and WA Civil operations and following the completion of obligations under the NZ Civil JV. Potential employee claims of $2M were avoided following the transfer of 82 employees.
Realised to date $M
253.8
40.7
7.6
6.5
11
5.5 Conduct of Administration – Summary of The Non-Core Pool Asset Sales
Simon Engineering
PT HWE Indonesia
Auto Dealerships
Land Assets
Assets to be realised
Simon Engineering operated as an engineering, construction and consulting business. The HWE Group’s existing sale of business strategy was completed by the Administrators.
In addition to recovery of pre-administration debtors of $18M, the Administrators received $13M, net of employee entitlement adjustments, from the sale of the business and assets. 1,018 employees transferred to the purchaser following the going concern sale of the business thereby reducing potential employee claims by $5.6M.
HWE Group had invested USD 70.6M in the KPC Project in Indonesia and was required to provide a further USD 84.4M by April 2005.
The sale proceeds totalled USD 32M, with AUD 35M received by the Non-Core Pool in repayment of inter-company loans.
HWE Administration Group held interests in Joint Ventures and other land assets in NT and WA.
Majority of land assets have been realised, including the realisation of the JV asset of Dover Investments Pty Limited.
Realisation of Joint Venture interests held by Bulumba Pty Limited.
Return of funds held by Financial Creditors in support of contingent guarantee exposure.
The Non-Core Pool
realisations have
exceeded $99M to
date. The majority of
the Non-Core
business sales were
completed in the first
six months of the
Administration.
The Non-Core Pool
realisations have
exceeded $99M to
date. The majority of
the Non-Core
business sales were
completed in the first
six months of the
Administration.
Bridge Autos was a Toyota, Lexus and Mercedes dealership in Darwin NT.Administrators received $12.6M following the sale of the business and assets which included goodwill of $8.9M. Potential employee liabilities of approximately $1M were avoided following the transfer of 118 employees to the purchaser.An interest in the Cambodian motor dealership realised $600K.
Realised to date $M
31.0
35.0
13.2
8.5
12
6.1 Creditor Claims Adjudication Summary
Trade creditors were
initially estimated to total
$181M. This estimate
was derived from the
Directors’ Reports as to
Affairs and included
contingencies and
estimates for goods and
services received prior
to appointment but not
yet invoiced.
As a result of the sale of
businesses as going
concerns, the majority of
these contingencies did
not materialise.
Following a
comprehensive review of
approximately 3,000
creditor claims the total
value of trade creditors
is likely to be
approximately $120M.
Trade creditors were
initially estimated to total
$181M. This estimate
was derived from the
Directors’ Reports as to
Affairs and included
contingencies and
estimates for goods and
services received prior
to appointment but not
yet invoiced.
As a result of the sale of
businesses as going
concerns, the majority of
these contingencies did
not materialise.
Following a
comprehensive review of
approximately 3,000
creditor claims the total
value of trade creditors
is likely to be
approximately $120M.
The Administrators invited creditors to submit proofs of debt for review and potential admission to participate in dividends from the various DOCA pools.
The HWE Group used a variety of different standalone accounting systems for the various businesses. Further, each of the many sites were responsible for aspects of the authorisation, verification and processing of accounts payable data. Accordingly, to ensure a thorough review of creditor claims, it was necessary to centralise the accounts payable data, firstly from each site and secondly for each business. In this regard, the Administrators were required to overcome the following complexities:
+ ensure that the data located at discontinued sites and divested businesses was captured, accurate and able to be verified to creditor claims; and
+ that invoices submitted to the Administrators accompanying proofs of debt were uploaded into a centralised accounts payable system.
Since appointment the Administrators have spent considerable time undertaking the review and adjudication of claims.
Below is a summary of the process undertaken to review each creditor claim.
Process
Administrators’ Activities
+ Claims were reviewed against those payments and settlements made by principal contractors of HWE Administration Group to ensure continued supply.
+ Claims were also reviewed in relation to JV agreements to determine whether the debt claimed was a HWE Administration Group liability.
+ As the majority of claims were lodged with the Administrators in February 2005, all claims were required to be reviewed against payments made by HWE Group both prior to and during the Administration.
+ Ensure each claimed invoice was supported by an authorised purchase order and confirm receipt of goods/services.
+ Ensure amount invoiced is not a liability of another HWE Administration Group entity and already admitted in any other DOCA pool.
+ Determine final list of creditors.
+ Advertisements inviting creditors to submit particulars of claims.
+ Centralising documentation from the various HWE Group locations.
Compare outstanding invoices supporting creditor claims to payments made by HWE Group prior to appointment and to settlements undertaken during the Administration.
Compare outstanding invoices to known payments made by third parties or under joint venture agreements
Collate creditor claims, including invoices, purchase orders, delivery dockets, contractual documentation and other relevant correspondence.
Verify creditor claims to authorised outstanding invoices recorded as approved on the various HWE Group accounting systems
In addition to circulars and advertisements inviting creditors to submit particulars of claims, we have made direct contact with approximately 700 creditors where the records of HWE Administration Group indicated that a liability existed, but who had not lodged a proof of debt. This process had eliminated some potential claims and increased the accuracy of the estimated return to creditors.
13
6.2 Admission of Creditor Claims
The table opposite
summarises the Trade
and Financial Creditor
claims admitted to
participate in dividends
from the Deed Funds
established under the
DOCAs.
The table opposite
summarises the Trade
and Financial Creditor
claims admitted to
participate in dividends
from the Deed Funds
established under the
DOCAs.
+ There are 30 claims that remain under consideration across all the DOCAs. Following the reviews undertaken to date, together with ongoing discussions with the claimants, we have determined that these claims should not be admitted in their current form.
+ In this regard and without prejudice or without admitting the validity of these claims, sufficient funds to meet the declared distributions on the claims under consideration have been set aside. The Administrators and their staff will continue to work with these claimants until such time as their claims are determined.
+ Additionally, we received 167 formal proofs of debt from shareholders claiming to be creditors. We do not consider that any of the shareholders who have lodged proofs of debt have valid claims for misleading and deceptive conduct and, accordingly, all claims from shareholders have been rejected.
Number Value $M Number Value $M Number Value $M Number Value $MMining Pool CreditorsFinancial Creditors 21 197 21 196 - - 2 1 Trade Creditors 1,721 134 1,391 76 303 24 27 35
Non Core Pool CreditorsFinancial Creditors 21 197 21 196 - - 2 1 Trade Creditors 1,027 20 994 13.3 30 0.9 3 5.2
Cockatoo Pool CreditorsFinancial Creditors 21 19 21 196 - - 2 1
EltinFinancial Creditors 4 24 4 23 - - 1 1
Total Creditor ClaimsFinancial Creditors 21 197 21 196 - - 2 1 Trade Creditors 2,748 154 2,385 89 333 25 30 40.2
Total Proofs Received Total Proofs AdmittedTotal Proofs Withdrawn or
RejectedTotal Proofs under
Consideration
14
6.3 Participation in Dividends
As creditor claims are
resolved and paid,
funds held in each of
the Deed Funds are
being progressively
disbursed.
Once all Financial and
Trade Creditor claims
have been paid in full,
the surplus cash (which
we expect to total
approximately $34.2M)
will be held in the
Mining Pool Deed Fund
for payment of post-
appointment interest
claims of all creditors in
each of the DOCA
pools.
As creditor claims are
resolved and paid,
funds held in each of
the Deed Funds are
being progressively
disbursed.
Once all Financial and
Trade Creditor claims
have been paid in full,
the surplus cash (which
we expect to total
approximately $34.2M)
will be held in the
Mining Pool Deed Fund
for payment of post-
appointment interest
claims of all creditors in
each of the DOCA
pools.
To date, $76M of Mining Pool Trade Creditor claims have been admitted and those creditors have received a first dividend of 50 cents in the dollar.
Once all Trade and Financial Creditor claims have been paid in full, we anticipate a surplus of approximately $34.2M will be available to meet post-appointment interest claims.
$13.3M of Non-Core Trade Creditor claims have been admitted and those creditors have received a dividend of 10 cents in the dollar. Non-Core Trade Creditors are now entitled to receive a dividend from the Mining Pool given that Financial Creditors have been paid in full.
Financial Creditors have been paid in full following distributions from the Non-Core, Cockatoo and Mining Pools.
Mining Pool Non-Core Pool Cockatoo Pool Eltin Pool Total$M $M $M $M $M
RealisationsFunds available for distribution 240.1 91.4 22.8 1.2 355.5 Future net realisations 4.2 1.9 - - 6.1 Transfer between funds (3.0) - - 3.0 -
241.3 93.3 22.8 4.2 361.6 Admitted claimsFinancial Creditors (93.8) (74.8) (22.8) (4.2) (195.6)Mining Pool Trade Creditors (76.0) - - - (76.0)Non Core Trade Creditors - (13.3) - - (13.3)
(169.8) (88.1) (22.8) (4.2) (284.9)ProvisionsFinancial Creditors (2.3) - - - (2.3)Mining Pool Trade Creditors (35.0) - - - (35.0)Non Core Trade Creditors - (5.2) - - (5.2)
(37.3) (5.2) - - (42.5)
Surplus funds to meet interest claims 34.2 - - - 34.2
15
6.4 Progressive Estimated Outcome
The estimated return to
creditors has
progressively increased
during the
Administration and
DOCA periods.
This is due to
successfully realising
assets at values in
excess of our initial
estimates, together with
a lower than expected
level of admitted creditor
claims and lower than
anticipated
Administration liabilities.
The estimated return to
creditors has
progressively increased
during the
Administration and
DOCA periods.
This is due to
successfully realising
assets at values in
excess of our initial
estimates, together with
a lower than expected
level of admitted creditor
claims and lower than
anticipated
Administration liabilities.
Progressive increase in estimated outcome 7-Jul-05 17-Oct-05 17-Feb-06 2-May-06 21-Sep-06
Estimated outcome rangePriority Creditors 100 c/$ 100 c/$ 100 c/$ 100 c/$ 100 c/$Financial Creditors - Eltin 100 c/$ 100 c/$ 100 c/$ 100 c/$ 100 c/$Financial Creditors - Non-Eltin 65-100 c/$ 100 c/$ 100 c/$ 100 c/$ 100 c/$Mining Pool Trade Creditors 35-65 c/$ 55-70 c/$ 60-65 c/$ 75-80 c/$ 98-100 c/$Non-Core Trade Creditors 10 c/$ 10-19 c/$ 10-19 c/$ 35-45 c/$ 95-100 c/$
Estimated net funds for distribution $m $m $m $m $mMining Pool 150.0 194.0 183.5 202.0 243.0 Non-Core Pool 80.0 90.7 91.9 92.0 92.8 Cockatoo Pool - - 21.5 22.0 22.5
230.0 284.7 296.9 316.0 358.3
Estimated total claims $m $m $m $m $mPriority Creditors 26.0 15.2 14.5 12.8 12.8 Financial Creditors - Eltin 38.8 27.1 24.6 24.6 24.0 Financial Creditors - Non-Eltin 174.8 174.8 174.8 174.8 173.0 Mining Pool Trade Creditors 140.0 138.3 124.1 120.0 101.0 Non-Core Trade Creditors 41.8 28.9 28.9 24.5 22.5
421.4 384.3 366.9 356.7 333.3
Realisations from the sale of HWE Mining become more certain following receipt of indicative offers.
Profitable trading indicates a likely trading surplus.
Estimate of potential priority creditor claims reduces as sale of HWE Mining looks more certain.
Estimate of Financial Creditors claims reduces following elimination of certain contingent liabilities.
Creation of the Cockatoo DOCA to hold proceeds of the sale of the Cockatoo JV (formerly accounted for in Mining Pool).
Estimate of Mining Pool Trade Creditors falls as disputed creditor claims are resolved or eliminated.
Increase in available funds following successful resolution of post-completion accounting adjustments for HWE Mining, the repatriation of overseas funds and interest earned on deposits.
Increase in available funds following better than expected unwinding of working capital position and higher realisation of Non-Core assets
Reduction in total claims following formally calling for proofs of debt.
16
6.5 Statutory Interest – Mining Pool
The DOCAs provide that
any surplus funds after
payment of all creditor
claims in full will be
applied to meet statutory
interest claims.
Set out opposite is an
example of how
statutory interest will be
calculated on an
example Mining Pool
admitted claim of $1,000,
where distributions have
been declared and paid
on 20 September 2006
(1st dividend of 50 cents
in the dollar) and 8
December 2006 (2nd
dividend of 50 cents in
the dollar).
The DOCAs provide that
any surplus funds after
payment of all creditor
claims in full will be
applied to meet statutory
interest claims.
Set out opposite is an
example of how
statutory interest will be
calculated on an
example Mining Pool
admitted claim of $1,000,
where distributions have
been declared and paid
on 20 September 2006
(1st dividend of 50 cents
in the dollar) and 8
December 2006 (2nd
dividend of 50 cents in
the dollar).
The terms of the Mining Pool DOCA and section 563B of the Act provide that surplus funds will be directed to meet claims for statutory interest.
Statutory interest is calculated on admitted claims from the date of appointment (31 January 2005) and accrues until payment of the claim is made in full. The balance upon which interest is calculated reduces in line with reductions in the principal amount following payment of interim dividends. The rate at which interest accrues is 8% per annum as prescribed under the Act.
Below is a diagram which shows how interest accrues on an admitted claim of $1,000 in the Mining Pool.
1st Interest Period Calculation = $1,000 x 0.08 x 597*/365
1st Interest Period = $130.84
(*597 days elapsed between the appointment of Administrators and the first dividend)
2nd Interest Period Calculation = $500 x 0.08 x 79** / 365
2nd Period Interest = $8.65
(**79 days elapsed between the first and second dividend)
(For the purpose of calculating interest only, the principal amount reduces to $500 following payment of first dividend).
Total Interest on $1,000 claim = 1st Interest Period + 2nd Interest Period = $139.49
31 January 2005
$1,000 claim against the Mining Pool
20 September 2006
First dividend declared at 50c
8 December 2006
Second dividend declared at 50c
597 days (1st interest period) 79 days (2nd
interest period)
Statutory interest automatically accrues on admitted claims from the date of the appointment of the Administrators until the admitted creditor’s claim is paid in full, ie 100 cents in the dollar. Following payment of creditor claims in full the Deed Administrators will calculate the accrued statutory interest and where appropriate make a pro-rata distribution in respect of statutory interest. Creditors do not need to lodge a further claim for statutory interest.
17
Statutory Interest – Non-Core Pool
Set out opposite is an
example demonstrating
how statutory interest will
be calculated on a Non-
Core Pool admissible
claim of $1,000, where
dividends have been
declared and paid on 29
June 2006 (1st dividend of
10 cents in the dollar) and
on 8 December 2006 (2nd
dividend of 50 cents in the
dollar) and, for this
example, the forecast 3rd
dividend of 40 cents in the
dollar estimated to be
paid on 31 March 2007.
Set out opposite is an
example demonstrating
how statutory interest will
be calculated on a Non-
Core Pool admissible
claim of $1,000, where
dividends have been
declared and paid on 29
June 2006 (1st dividend of
10 cents in the dollar) and
on 8 December 2006 (2nd
dividend of 50 cents in the
dollar) and, for this
example, the forecast 3rd
dividend of 40 cents in the
dollar estimated to be
paid on 31 March 2007.
Below is a diagram which shows how interest accrues on an admitted claim of $1,000 in the Non-Core Pool.
1st Interest Period Calculation = $1,000 x 0.08 x 514*/365
1st Interest Period = $112.65
(*514 days elapsed between the appointment of Administrators and the first dividend)
2nd Interest Period Calculation = $900 x 0.08 x 162** / 365
2nd Interest Period = $31.95
(**162 days elapsed between the first and second dividend)
(For the purpose of calculating interest only, the principal amount reduces to $900 following payment of first dividend).
3rd Interest Period Calculation = $400 x 0.08 x 113***/365
3rd Interest Period = $9.90
(***113 days will elapsed between the second and forecast third dividend)(For the purpose of calculating interest only, the principal amount reduces to $400 following payment of second dividend).
Total Interest on $1,000 Claim = 1st Interest Period + 2nd Interest Period + 3rd Interest Period = $154.50
31 January 2005
$1,000 claim against the Mining Pool
29 June 2006
First dividend declared at 10c
8 December 2006
Second dividend declared at 50c
514 days (1st interest period)
162 days (2nd
interest period)31 March 2007
Third dividend declared at 40c
113 days (3rd
interest period)
Statutory interest automatically accrues on admitted claims from the date of the appointment of the Administrators until the admitted creditor’s claim is paid in full, ie 100 cents in the dollar. Following payment of creditor claims in full the Deed Administrators will calculate the accrued statutory interest and where appropriate make a pro-rata distribution in respect of statutory interest. Creditors do not need to lodge a further claim for statutory interest.
18
7. Remaining Activities
� Following the payment to Mining Pool Creditors of 100 cents in the dollar the Administrators will attend to the following matters in order to complete the Administration.Now that the realisation of
assets has been
substantially completed
and all creditors are
scheduled to receive
payment of their claims in
full, the Deed
Administrators will
finalise the matters
detailed opposite.
Now that the realisation of
assets has been
substantially completed
and all creditors are
scheduled to receive
payment of their claims in
full, the Deed
Administrators will
finalise the matters
detailed opposite.
Task Action
+ Declare third dividend to Non-Core Pool Trade Creditors. + Payment of 40 cents in the dollar to Non-Core Pool Trade Creditors bringing total dividend payments to 100 cents in the dollar.
+ Realise remaining group assets. + Realisation of remaining assets including a waste water treatment plant and minor land assets.
+ Resolve Trade Creditor claims currently under consideration. + Continued liaison with creditors to resolve issues outstanding with provisional claims.
+ Attend to statutory and corporate matters. + Completion of 2006 and 2007 income tax returns, GST returns and other statutory taxation matters, attend to ASX requirements and ASIC lodgements.
+ Resolve disputed contracts and assets. + Finalisation of a number of disputes arising from completed contracts to secure the return of bank guarantees, recover available assets or admit and pay creditor claims. Disputes primarily relate to completed or terminated projects with issues concerning defects liability periods and/or retentions.
+ Payment of surplus funds to creditors to partially pay statutory interest claims.
+ Calculation and payment of statutory interest on admitted claims.
19
8. Remuneration
The Administrators
regularly convened
meetings of the
committees of creditors
to discuss the progress
and conduct of the
Administrations. The
committees also
considered the
Administrators’ and
Deed Administrators’
remuneration. Where no
committees were
established, fees were
considered at the
meetings of creditors.
All fees approved were
calculated on time basis
at the McGrathNicol +
Partners standard rates,
less a discount of 15%.
The Administrators
regularly convened
meetings of the
committees of creditors
to discuss the progress
and conduct of the
Administrations. The
committees also
considered the
Administrators’ and
Deed Administrators’
remuneration. Where no
committees were
established, fees were
considered at the
meetings of creditors.
All fees approved were
calculated on time basis
at the McGrathNicol +
Partners standard rates,
less a discount of 15%.
At the first meetings, the creditors resolved to appoint Committees of Creditors (“the Committees”) to 16 of the 26 companies in Administration. The Committees included employee, Financial and Trade Creditor representatives. The Committees met regularly to consider the progress of the Administration, the Administrators’ asset realisation strategies and the structure of the proposed DOCAs. Following an applications by the Administrators, the Court authorised the Committees to approve the Administrators’, and subsequently the Deed Administrators’ remuneration. Detailed reconciliations and narratives supporting time costs accompanied the Administrators’ reports to the Committees. Below is a table setting out the fees approved at the various meetings of the Administration and DOCA Committees.
Mining Pool
Number of committee
meetings under Administration
1/02/2005 to 23/03/06
Administrators' fees approved by
Committees $ (GST exclusive)
Administrators' fees approved by creditors
$ (GST exclusive)
Number of committee
meetings under DOCA 24/03/06
to 30/11/06
Deed Administrators' fees approved by committee $(GST
exclusive) Capena Contracting Pty Ltd 10 12,011,919.13 HWE Group Ltd 10 1,922,501.73 Capena IO Pty Ltd 10 16,592.70 Capena Surface Mining Pty Ltd 10 88,535.11 Capena Underground Pty Ltd 15,143.60 Capena Environmental Pty Ltd 27,605.40 Mining Pool Deed 3 3,132,240.95Total Mining Pool 10 14,039,548.67 42,749.00 3 3,132,240.95
Cockatoo Pool
Number of committee
meetings under Administration
1/02/05 to 16/12/05
Administrators' fees approved by
Committees $ (GST exclusive)
Administrators' fees approved by creditors
$ (GST exclusive)
Number of committee
meetings under DOCA 17/12/05
to 30/11/06
Deed Administrators' fees approved by committee $(GST
exclusive) HWE Cockatoo Pty Ltd 43,120.00 Eltin Underground Operations Pty Ltd 14,827.30 Cockatoo Deed 4 70,178.99 Total Cockatoo Pool 57,947.30 4 70,178.99
20
Since appointment total
fees approved for the
Administration and
DOCAs of the Non-Core
Pool and Eltin Pool total
$4.1M.
Since appointment total
fees approved for the
Administration and
DOCAs of the Non-Core
Pool and Eltin Pool total
$4.1M.
Remuneration continued
Eltin Pool
Number of committee
meetings under Administration
1/02/05 to 23/11/05
Administrators' fees approved by
Committees $ (GST exclusive)
Administrators' fees approved by creditors
$ (GST exclusive)
Number of committee
meetings under DOCA 24/11/05
to 30/11/06
Deed Administrators' fees approved by committee $(GST
exclusive) ACN 009 366 036 Pty Ltd 44,981.15 Eltin Deed 4 44,654.33 Total Eltin Pool 44,981.15 4 44,654.33
Non-Core Pool
Number of committee
meetings under Administration
1/02/05 to 23/11/05
Administrators' fees approved by
Committees $ (GST exclusive)
Administrators' fees approved by creditors
$ (GST exclusive)
Number of committee
meetings under DOCA 24/11/05
to 30/11/06
Deed Administrators' fees approved by committee $(GST
exclusive) Simon Engineering (Australia) Holdings Pty Ltd 8 14,356.50 Simon Engineering (Australia) Pty Ltd 8 1,585,065.57 Capena Finance Pty Ltd 8 158,062.18 Capena Land Pty Ltd 8 182,230.58 HWGL Services Pty Ltd 8 10,609.20 Inventive Pty Ltd 8 11,150.05 Bridge Autos Pty Ltd 8 366,306.02 Bulumba Pty Ltd 8 65,338.07 Capnorth Developments Pty Ltd 8 13,612.75 LSM Projects Pty Ltd 8,079.75 Northaust Auto Hire Pty Ltd 9,846.82 Castlemaine Wastewater Treatment Pty Ltd 73,753.65 Castleton Pty Ltd 10,626.70 Dover Investments Pty Ltd 101,630.96 Eltin International Pty Ltd 149,851.90 Eltin Open Pit Operations Pty Ltd 10,556.65 Capena Civil Pty Ltd 14,941.29 Non-Core Deed 4 1,315,875.43 Total Non-Core Pool 8 2,406,730.92 379,287.72 4 1,315,875.43
21
Annexure 1 - Receipts and Payments to 31 October 2006
As at 31 October
2006 the Deed
Administrators held
funds of
approximately
$118M following
distributions to
creditors of
approximately
$237M.
As at 31 October
2006 the Deed
Administrators held
funds of
approximately
$118M following
distributions to
creditors of
approximately
$237M.
Mining Pool Non-Core Pool Cockatoo Pool Eltin Pool Total$000s $000s $000s $000s $000s
ESTATE ACCOUNTSAsset RealisationsSale of business (exc post-appt Mining debtors) 213,005 74,603 10,000 - 297,608 Surplus asset sales 32,484 2,140 - - 34,624 Pre-appointment debtor collections 39,598 20,442 - 1,185 61,225 Cash held on appointment 29,248 3,604 - - 32,852 Trading surplus/(deficit) from trading accounts (7,108) (6,296) 12,485 - 919- Interest received 14,709 4,906 312 51 19,978 Total received from Asset Realisations 321,936 99,399 22,797 1,236 445,368
Costs of realisationAdministrators' remuneration 16,806 3,444 56 62 20,368 Administrators' legal costs 8,301 2,002 - - 10,303 Agents/valuers fees 267 119 - - 386 Sale advisors' fees 12,429 1,391 - - 13,820 Employee priority payments 9,294 973 - - 10,267 Pre-appointment ransom creditors 9,809 - - - 9,809 Other payments 20,602 - 2 - 20,604 Intra-group / estate funding 4,269 - - - 4,269 Total costs of realisation 81,777 7,929 58 62 89,826
Net funds available for distribution 240,159 91,470 22,739 1,174 355,542
Distribution to Financial Creditors of 40c/$ - (78,290) - - (78,290)Distribution to Non-Core Trade Creditors of 10c/$ - (1,348) - - (1,348)Distribution to Financial Creditors of 10c/$ - - (19,583) - (19,583)Distribution to Financial Creditors of 50c/$ (97,926) - 0 - (97,926)Distribution to Mining Pool Trade Creditors of 50c/$ (40,630) - 0 - (40,630)
Cash held by Administrators 101,603 11,832 3,156 1,174 117,765
