Ceres Agricultural Company Pty Limited (Administrators ......Initial Information for Creditors Ceres Agricultural Company Pty Limited may owe you money. This means you may be a creditor

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To the creditor as addressed

29 March 2019

Ceres Agricultural Company Pty Limited (Administrators Appointed) ACN 155 816 416 (the “Company”)

Initial Information for Creditors Ceres Agricultural Company Pty Limited may owe you money. This means you may be a creditor of Ceres Agricultural Company Pty Limited.

The purpose of this document is to provide you with information about the voluntary administration of Ceres Agricultural Company Pty Limited and your rights as a creditor.

Notification of appointment

Said Jahani and I were appointed voluntary administrators of the Company by a resolution of the Company’s directors on 28 March 2019.

We act for all creditors. We are responsible for controlling the Company’s assets, investigating the Company’s affairs, reporting and providing opinions to creditors and holding meetings of creditors to make decisions on the future of the Company.

Our independent status and who appointed us is outlined in our Declaration of Independence, Relevant Relationships and Indemnities (DIRRI) attached at Appendix A.

What you should do

You should:

• read the attached information; • decide whether you are going to attend the first meeting; and • complete and return your meeting documents by 4:00 PM on 8 April 2019.

© 2019 Grant Thornton Australia Limited. 2

Meetings of creditors

As voluntary administrators, we are required to hold two meetings of creditors.

Meeting Information

First meeting of creditors

The first meeting of creditors will be held as follows:

Date: 9 April 2019

Time: 10:30 AM

Address: Grant Thornton Australia Ltd, Level 17, 383 Kent Street, Sydney NSW

The purpose of this meeting is to consider: • our appointment, and • whether to appoint a Committee of Inspection. Further meeting information, including notice of meeting are in Appendix D. To participate in this meeting, you will need to: • Submit a proof of debt and information to substantiate your claim.

• Appoint a person – a “proxy” or person authorised under a power

of attorney – to vote on your behalf at the meeting. This will be necessary if you are unable to attend the meeting, or if the creditor is a company.

You can appoint the chairperson of the meeting as your proxy and direct the chairperson how you wish your vote to be cast. If you choose to do this, the chairperson must cast your vote as directed.

Proof of debt and proxy forms are included with the notice of meeting. Completed proof of debt and, if applicable, proxy forms must be returned to my office by post, fax or email by 4:00 PM on 8 April 2019. Committee of Inspection At this meeting, creditors will consider whether a Committee of Inspection (COI) should be appointed. The role of a COI is to consult with the voluntary administrators and receive reports on the conduct of the administration. A COI can also approve the administrators’ fees. An information sheet on the role of a COI is included at Appendix E. You should think about whether you would like to act as a member of the COI in the event a committee is established.

Second meeting of creditors

We will also in due course call a second meeting of creditors. The purpose of this meeting is for creditors to consider my report and make a decision on the future of the Company. Before that meeting you will be sent the notice of meeting and a detailed report which sets out the options for the company’s future. We will also give our opinion as to what option we think is in the best interests of creditors.


What do you need to know?

Question Answer

What is a voluntary administration?

A voluntary administration, or VA, is a process initiated by the directors of a company when they believe that the company is, or is likely to become, insolvent. This means that the company is unable to pay its debts or is likely to become unable to pay its debts. A voluntary administration gives a company a chance to consider its financial position and its future. Creditors will be given an opportunity to attend meetings and vote on the future of the company.

What are your rights as a creditor?

Information regarding your rights as a creditor is provided in the information sheet included at Appendix B. This includes your right to: • Make reasonable requests for information; • Give directions to me; • Appoint a reviewing liquidator; and • To replace me as voluntary administrator.

What happens to your debt?

All creditors of the Company are now creditors in the voluntary administration. It is important to note that a voluntary administration creates restrictions on creditors being able to enforce their rights. You generally cannot enforce your claim, recover your property, enforce your security, commence an action to place the Company into liquidation or act on a personal guarantee. If you have leased the Company property, have a retention of title claim or hold a Personal Property Security in relation to the company, please contact my staff as soon as possible. We are not trading the business. If you are an employee, you should have received separate communication on how this appointment impacts your dealings with the Company.

What is the cost of the voluntary administration?

We get paid out of the Company’s money, including realisations from assets or from money paid to us by others, such as the Company’s directors. If there is not enough money in the voluntary administration, we do not get paid in full. We will seek your approval of our remuneration at the second meeting of creditors. We will provide you with detailed information regarding our remuneration before that meeting so that you can understand what tasks we have undertaken or will be required to undertake, and the costs of those tasks. Included at Appendix C is my Initial Remuneration Notice. This document provides you with information about how we propose to be paid for undertaking the voluntary administration.

What happens next with the voluntary administration?

We will proceed with the voluntary administration, including: • Preparing for and holding the meetings of creditors; • Undertaking investigations into the Company’s affairs; • Analysing any offer for a deed of company arrangement that is

received; and • Preparing my report to creditors. As discussed above, you will receive further correspondence from us before the second meeting of creditors.


Where can you get more information?

The Australian Restructuring Insolvency and Turnaround Association (ARITA) provides information to assist creditors with understanding voluntary administrations and insolvency. This information is available from ARITA’s website at arita.com.au/creditors. ASIC also provides information sheets on a range of insolvency topics. These information sheets can be accessed on ASIC’s website at asic.gov.au (search for “insolvency information sheets”).

Please contact my office should you require further information. There is also information about this voluntary administration on my firm’s website: https://www.grantthornton.com.au/creditors-information/.

Yours faithfully

PHILIP CAMPBELL-WILSON

JOINT AND SEVERAL ADMINISTRATOR

Appointment date: 28 March 2019

Contact name: Fraser Wilkinson

Contact number: (02) 8297 2698

Email: [email protected]

Attachments

Appendix A - Declaration of Independence, Relevant Relationships and Indemnities

Appendix B - Information Sheet - Creditor Rights in Voluntary Administration

Appendix C - Initial Remuneration Notice

Appendix D - Notice of meeting and other meeting information

Appendix E - Information Sheet: Committee of Inspection

Declaration of Independence, Relevant Relationships and Indemnities

CERES AGRICULTURAL COMPANY PTY LIMITED (ADMINISTRATORS APPOINTED) (“the Company”)

ACN 155 816 416 Practitioners appointed to an insolvent entity are required to make declarations as to:

A. their independence generally;

B. relationships, including:

the circumstances of the appointment;

any relationships with the Company and others within the previous 24 months;

any prior professional services for the Company within the previous 24 months;

that there are no other relationships to declare; and

C. any indemnities given, or up-front payments made, to the Practitioner.

This declaration is made in respect of myself, my partners, Grant Thornton Australia Limited.

A Independence

We, Philip Campbell-Wilson and Said Jahani of Grant Thornton Australia Limited have undertaken a proper assessment of the risks to our independence prior to accepting the appointment as Administrators of Ceres Agricultural Company Pty Limited in accordance with the law and applicable professional standards. This assessment identified no real or potential risks to our independence. We are not aware of any reasons that would prevent us from accepting this appointment.

B Declaration of Relationships

i Circumstances of appointment and pre-planning work undertaken

Duxton Asset Management (“Duxton”) (Singapore based) who were a holder of a convertible note into the Company and also had two representatives on the board of the Company, telephoned Philip Campbell-Wilson in February 2018 to discuss the Company’s operations and possible recapitalisation options as a way of exiting their exposure. The Company and wider Group had been going through a sale process for some time prior to that with third party advisors and agents engaged. An introduction was made to Garrick Hawkins (Director and shareholder) and Mark Mason (at the time, Managing Director). A meeting was held at Grant Thornton’s offices on 15 February 2018 to discuss possible capital solutions for the Group. A subsequent meeting was held on-site at the Northern Aggregation near Warialda on 20 February 2018. Grant Thornton was engaged that day to conduct market soundings to recapitalise the Group whilst the sale process proceeded. Grant Thornton collated company information and financials into an Information Memorandum for a recapitalisation and assisted the CFO to prepare a data room for interested parties. Grant Thornton, the Board, Aura Capital and Ceres Management over a period of some three to four months introduced a number of financiers to the Company to consider the opportunity to recapitalise the Group. All responses to enquiries in regards to due diligence undertaken was handled by Management. The due diligence process completed around June 2018 with no party willing to put forward a meaningful offer to recapitalise the Group and Grant Thornton’s role came to a natural close. The Group continued to focus on the sale

process. Grant Thornton had intermittent contact with Management and the Shareholder during the second half of 2018 as a sale process ensued. Grant Thornton was not remunerated for this work. If a recapitalisation was successful, Grant Thornton would have been entitled to a success fee on completion. Two meetings were held with Garrick Hawkins on 4 April 2018 and 29 May 2018 in regards to the recapitalisation process. Two subsequent meetings were held with Garrick Hawkins, who provided an update on the sale progress on 21 August 2018 and 9 November 2018. A number of telephone calls and email exchanges also took place with Garrick Hawkins in relation to this process. A telephone conversation was scheduled for 8 January 2019 between Garrick Hawkins, his legal advisors at the time, Corrs Chambers Westgarth (Corrs), and Philip Campbell-Wilson, at which point various options were considered for the Company. It became apparent over that call that there were cash flow pressures in the business. Safe Harbour was proposed by Corrs as an option to accompany new capital that Garrick Hawkins was considering to introduce. Vantage Performance were then introduced to the Company as being a provider of potential Safe Harbour services. On and around 20 February 2019, the Company requested Grant Thornton to undertake a contingency plan and determine funding requirements in the event of a voluntary administration (“VA”). This involved reviewing the Company’s cash flow forecast, consideration of key contracts with major stakeholders in regards to stock turn and the costs involved to service those contracts. Grant Thornton were not engaged to advise the Company or its directors on the Company’s solvency or on any transactions that were ultimately effectuated by the Company. Grant Thornton was not paid for this contingency planning work undertaken.

On 25 February 2019, Grant Thornton attended the Oberon Head Office to review key information and to re-work forecast cash flows to determine the VA funding requirements. Telephone conversations were held with the Directors to discuss the outcome. A number of further telephone conferences were held through late February to March 2019 to consider if and when the Company should enter into VA and the availability of funding for that purpose.

Due to an insufficient unencumbered asset base to fund the VA, we worked with the Company to identify appropriate sources of funding. A key consideration to taking the appointment was the welfare of some 14,000 head of cattle being managed by the Company at that time. Philip Campbell-Wilson met with representatives of StockCo (the funder and secured creditor of the livestock) on 28 February 2019 to outline how to best deal with the welfare of the animals in the event of an appointment as part of the contingency plan. An outline of a stock work out deed was determined whereby StockCo would directly fund costs associated with grazing the cattle and preparing them for sale in the event the Company entered VA.

Philip Campbell-Wilson with the consent of the Company met with Westpac (a Senior Secured Lender and holder of a GSA) on 1 March 2019 to discuss a potential appointment and funding requirements for a voluntary administration that would continue to allow time for the StockCo facility to be traded out and the likely length of the VA period. Westpac agreed to provide funding for a VA appointment subject to a number of conditions. A number of telephone conversations over the days leading up to the appointment were held with the Company to clarify progress towards those conditions being met.

During this period of time, Grant Thornton was not formally engaged and hence it was not remunerated for this work undertaken. There is no risk of self-review as the work undertaken during this time was necessary planning and preparation to ready the Company for VA and there was no remuneration paid that could be subject to review in the context of a voidable preference.

In our opinion, this prior engagement and these meetings do not affect our independence for the following reasons: • In the earlier iteration of Grant Thornton’s role, there was little interest from the names approached to provide a capital

solution for the Group and this became apparent in around June 2018. A preceding sale process was already underway and was continued by other advisers. Grant Thornton was not remunerated during this time;

• Grant Thornton in late February 2019 undertook a contingency planning exercise reviewing the Company’s financial

status and forecast cash flows in preparation of a potential VA process to determine any funding requirements. We did not receive any payment for this contingency planning review;

• On larger and more complex insolvencies, it is necessary for a level of planning and contingency work to allow for a more

efficient and effective VA process;

• The Courts and ARITA’s Code of Professional Practice specifically recognise the need for practitioners to provide advice on the insolvency process and the options available and do not consider that such advice results in a conflict or is an impediment to accepting the appointment;

• Advice was only provided to the Company in respect of limited items. The advice and information given was limited to the

financial situation of the Company, consequences of insolvency and the options available to the Company. No advice was provided to the board, directors or any other stakeholders;

• The nature of the advice provided to the Company would not be subject to review and challenge during the course of the

VA; and

• The pre-appointment advice will not influence our ability to be able to fully comply with statutory and fiduciary obligations associated with the VA of the Company in an objective and impartial manner.

We have provided no other information or advice to Ceres Agricultural Company Pty Limited, the directors and its advisors prior to our appointment beyond that outlined in this DIRRI.

ii Relevant Relationships (excluding Professional Services to the Insolvent)

We, or a member of our firm, have, or have had within the preceding 24 months, a relationship with:

Name Nature of relationship Reasons

Westpac Banking Corporation

Westpac holds a general security interest over the assets of the Company. As with a number of professional service firms, Grant Thornton has worked with Westpac on a number of engagements which are unrelated to the current appointment.

We believe that this relationship does not result in a conflict of interest or duty because: • Relationships with banks are common and

do not impact our independence in carrying out our duties as Administrators; and

• Prior engagements with Westpac are not related to the Company and as such do not impact our independence.

Duxton Asset Management

Duxton Asset Management held a convertible note in the Company and referred this matter to us. They may also be a creditor of the Company. Philip Campbell-Wilson has previously performed insolvency services for Duxton in regards to a particular and separate investment and credit exposure that concluded in 2016.

We believe that this relationship does not result in a conflict of interest or duty because: • Referrals are commonplace and do not

impact on our independence in carrying out our duties as Administrators.

• Prior engagements with Duxton are not related to the Company and as such do not impact our independence;

• Duxton as a credit fund and investor, will from time to time seek assistance with investments and credit exposures that have underperformed expectations and a referral to an adviser is commonplace; and

• Prior engagements were over two years ago.

StockCo StockCo holds a security interest over stock held by the Company. Grant Thornton has reason to be in discussion with StockCo from time to time relating to broader transactional matters.

We believe that this relationship does not result in a conflict of interest or duty because: • Grant Thornton has never been engaged

by StockCo nor has Grant Thornton been a recipient of a referral from StockCo.

National Australia Bank

National Australia Bank holds a security interest over certain property of the Company. As with a number of professional service firms, Grant Thornton have worked with the National Australia Bank over the past 24 months on a number of engagements which are unrelated to the current appointment.



• Prior engagements with National Australia Bank are not related to the Company and as such do not impact our independence.

Corrs Chambers Westgarth

Corrs were Mr Hawkin’s lawyers at the time discussions commenced with respect to a potential appointment. Grant Thornton has worked with Corrs on a number of engagements over the past 24 months in the usual course of business.

We believe that this relationship does not result in a conflict of interest or duty because: • Relationships with professional service

providers are common and do not impact our independence in carrying out our duties as Administrators; and

• Prior engagements are not related to the Company and as such do not impact our independence

Rabobank

Rabobank holds security over related party assets. As with a number of professional service firms, Grant Thornton have worked with Rabobank over the past 24 months on a number of engagements which are unrelated to the current appointment.



• Prior engagements with Rabobank are not related to the Company and as such do not impact our independence.

Balmain Finance

Balmain Finance holds security over related party assets. As with a number of professional service firms, Grant Thornton have worked with Balmain Finance, but not in the past 24 months.

We believe that this relationship does not result in a conflict of interest or duty because: • Relationships with financiers are common

and do not impact our independence in carrying out our duties as Administrators; and

• Prior engagements with Balmain Finance have been limited and certainly not within the past 24 months.

Australian Taxation Office (“ATO”)

The ATO is a creditor of the Company. The Administrators have worked with the ATO over the past 24 months on a number of engagements which are unrelated to the current appointment.

We believe that this relationship does not result in a conflict of interest or duty because: • Relationships with the ATO are common

and do not impact our independence in carrying out our duties as Administrators; and

• Prior engagements with the ATO are not related to the Company and as such do not impact our independence.

iii Prior Professional services to the Insolvent

Grant Thornton Australia Limited provided the following professional services to Ceres Agricultural Company Pty Limited in the 24 months prior to the acceptance of this appointment:

Nature of Professional Services Reasons

Recapitalisation/Advisory Services: Grant Thornton was engaged on 20 February 2018 to prepare an Information Memorandum and assist the CFO in preparing a data room to consider the opportunity to recapitalise the Group. Grant Thornton’s role came to a natural close in June 2018 with no parties willing to put forward a meaningful offer to recapitalise the Group.

We believe that this relationship does not result in a conflict of interest or duty because: • All responses to enquiries in relation to due diligence

undertaken were handled by Management; • The capital soundings was only one strategy at the time, the

primary process being the ongoing sales campaign led by CBRE and Aura Capital; and

• Grant Thornton were not remunerated for this work.

Contingency Planning: In February 2019, Grant Thornton reviewed the Company’s cash flow forecast and key contracts at the request of the Company as part of a contingency plan for a VA.

We believe that this relationship does not result in a conflict of interest or duty because: • Grant Thornton was not formally engaged during this period

and hence, it was not remunerated for this work. • The nature of the work undertaken is such that would not be

subject to review and challenge during the course of a VA; • The pre-appointment advice will not impact or influence our

ability to fully comply with statutory and fiduciary obligations; and

• Grant Thornton were not engaged to advise the Company or its directors on the Company’s solvency or on any transactions that were ultimately effectuated by the Company.

iv No other relevant relationships to disclose

There are no other known relevant relationships, including personal, business and professional relationships, from the previous 24 months with Ceres Agricultural Company Pty Limited, an associate of Ceres Agricultural Company Pty Limited, a former insolvency practitioner appointed to Ceres Agricultural Company Pty Limited or any person or entity that has security over the whole or substantially whole of Ceres Agricultural Company Pty Limited’s property that should be disclosed.

C Indemnities and up-front payments

We have been provided with the following indemnities and/or upfront payments for remuneration for the conduct of this Voluntary Administration:

Name Relationship with Ceres Agricultural Company Pty Limited

Nature of indemnity or payment

Westpac Banking Corporation

Secured Creditor

To the extent liabilities are unable to be paid from assets of the Company, Westpac has agreed to provide an upfront payment of $2.2M to fund the voluntary administration process for future Administration liabilities, operating costs and Remuneration. The facilities are for the benefit of the company (with limited administrator personal liability), with one of the permitted uses of the facilities being payment of administrator remuneration and expenses.

A condition of this payment is that Westpac obtain a super

senior priority for this upfront payment over upcoming sale proceeds provided by a related entity to the Company and agreed to by other secured lenders, Rabo and Balmain Finance.

Separately, Westpac and the Administrators have agreed an upfront payment for the Administrators to secure and deal with plant and equipment secured by Westpac.

We have agreed to provide Westpac with a S440B exemption to allow Westpac to enforce its security if required outside of the statutory decision period.

StockCo Australia Secured Creditor A stock work out deed is being agreed between the Administrators and StockCo whereby StockCo will fund and co-ordinate the finishing of 10,000 head of cattle (the reduced count from the aforementioned 14,000).

Indemnities are to be provided in the work out deed which relate to liability arising from StockCo accessing the Company’s premises and using its equipment, with no up-front payment to be received by the Administrators.

This does not include statutory indemnities. We have not received any other indemnities or upfront payments that should be disclosed.

Dated this 29th day of March 2019

.................................................... ................................................... Philip Campbell-Wilson Said Jahani

Note:

1. If circumstances change, or new information is identified, we are required under the Corporations Act 2001 and the ARITA Code of Professional Practice to update this Declaration and provide a copy to creditors with our next communication as well as table a copy of any replacement declaration at the next meeting of the insolvent’s creditors.

2. Any relationships, indemnities or up-front payments disclosed in the DIRRI must not be such that the Practitioner is no longer independent. The purpose of components B and C of the DIRRI is to disclose relationships that, while they do not result in the Practitioner having a conflict of interest or duty, ensure that creditors are aware of those relationships and understand why the Practitioner nevertheless remains independent.

(d),

creditors’ voluntary liquidation by ≥

≥

and is ‘reasonable’

is ‘reasonable’

s

is

Creditors, by resolution, may appoint a reviewing liquidator to review a liquidator’s remuneration or a cost or

a reviewing liquidator with the liquidator’s consent, however the cost of


Initial Remuneration Notice

Ceres Agricultural Company Pty Limited (Administrators Appointed) ACN 155 816 416 (the Company)

The purpose of the Initial Remuneration Notice is to provide you with information about how our remuneration for undertaking the Voluntary Administration will be set.

1 Remuneration Methods

There are four basic methods that can be used to calculate the remuneration charged by an insolvency practitioner. They are:

Time based / hourly rates This is the most common method. The total fee charged is based on the hourly rate charged for each person who carried out the work multiplied by the number of hours spent by each person on each of the tasks performed.

Fixed Fee The total fee charged is normally quoted at the commencement of the administration and is the total cost for the administration. Sometimes a practitioner will finalise an administration for a fixed fee.

Percentage The total fee charged is based on a percentage of a particular variable, such as the gross proceeds of assets realisations.

Contingency The practitioner’s fee is structured to be contingent on a particular outcome being achieved.

2 Method chosen

Given the nature of this administration we propose that our remuneration be calculated on the time based / hourly rates method. In our opinion, this is the fairest method for the following reasons:

• We will only be paid for work done, subject to sufficient realisations of the Company assets. Or, if there are insufficient assets realised, subject to the indemnity provided to us (please refer to our Declaration of Independence, Relevant Relationship and Indemnities).

• It ensures creditors are only charged for work that is performed. Our time is recorded and charged in six minute increments and staff are allocated to duties according to their relevant experience and qualifications.

• We are required to perform a number of tasks which do not relate to the realisation of assets, for example responding to creditor enquiries, reporting to ASIC, distributing funds in accordance with the provisions of the Corporations Act or the Bankruptcy Act.

• We are unable to estimate with certainty the total amount of fees necessary to complete all tasks required in the external administration.

• We have a time recording system that is able to produce a detailed analysis of time spent on each type of task by each individual staff member utilised in the administration.

• The method provides full accountability in the method of calculation.


3 Explanation of Hourly Rates

The rates for our remuneration calculation are set out in the following table together with a general guide showing the qualifications and experience of staff engaged in the administration and the role they take in the administration. The hourly rates charged encompass the total cost of providing professional services and should not be compared to an hourly wage.

Position Description Hourly Rate

(excl GST)

Appointee Registered Liquidator / Trustee. Partner bringing specialist skills to Administrations and Insolvency matters. Controlling all matters relating to the assignment.

$675

Director Qualified accountant (CA/CPA) and may be a registered Liquidator/Trustee. Minimum 7/8+ years’ experience. Likely to be appointed as a partner in due course. Highly advanced technical and commercial skills. Planning and control of all Administration and Insolvency tasks. Controlling substantial matters relating to the assignment and reporting to the appointee.

$595

Senior Manager Qualified accountant (CA/CPA). 7/8+ years’ experience. Well developed technical and commercial skills. Planning and control of all Administration and Insolvency tasks. Controlling substantial matters relating to the assignment and reporting to the appointee.

$575

Manager Typically CA/CPA Qualified. 5-8 years’ experience. Well developed technical and commercial skills. Planning and control of Administration and Insolvency tasks with the assistance of the appointee.

$530

Senior Associate Typically CA/CPA Qualified. 3-5 years’ experience. Required to control the fieldwork on Administrations and Insolvency tasks.

$415

Associate Typically undertaking CA/CPA Qualifications. Up to 3 years’ experience. Required to conduct the fieldwork on smaller Administrations and Insolvency tasks and assist with fieldwork on medium to large Administrations and Insolvency tasks.

$275-350

Administrator / Assistant Conducts all aspects relating to administering the accounts function. $185

4 Estimated remuneration

We estimate that this administration will cost approximately $450,000 to complete, subject to the following variables which may have a significant effect on this estimate and that we are unable to determine at this early stage in the administration:

• Whether there is a requirement to extend the convening period;

• If there is a challenge to the Administrators’ or Deed Administrators’ appointment;

• Whether the Administrators are required to continue with or pursue any litigation;

• The level of co-operation we receive from the Company’s directors / employees;

• The condition, completeness and access granted to the Company’s books and records;

• Unforeseen complications when realising assets;

• The level of detailed investigations required; and

• Any other unforeseen matters.

Prior to our appointment, we provided an estimate of the cost of the administration to the directors. This estimate is consistent with the estimate provided to the directors prior to our appointment.


We received an indemnity to contribute to the estimated costs from Westpac Banking Corporation and StockCo Australia will fund and coordinate the finishing of the cattle. This has been disclosed in our Declaration of Relevant Relationships and Indemnities.

Approved remuneration may exceed the amount of this indemnity and can be paid from the assets of the administration after approval by creditors.

5 Disbursements

Disbursements are divided into three types:

Externally provided professional services These are recovered at cost. An example of an externally provided professional service disbursement is legal fees. Externally provided non-professional costs Such as travel, accommodation and search fees - these are recovered at cost. Internal disbursements Such as photocopying, printing and postage. These disbursements, if charged to the Administration, would generally be charged at cost; though some expenses such as telephone calls, photocopying and printing may be charged at a rate which recoups both variable and fixed costs. The recovery of these costs must be on a reasonable commercial basis.

We are not required to seek creditor approval for disbursements paid to third parties, but must account to creditors. However, we must be satisfied that these disbursements are appropriate, justified and reasonable.

We are required to obtain creditor’s consent for the payment of internal disbursements where there may be a profit or advantage. Creditors will be asked to approve our internal disbursements where there is a profit or advantage prior to these disbursements being paid from the administration.

Details of the basis of recovering disbursements in this administration are provided below.

Basis of disbursement claim

Disbursements Rate (Excl GST)

Externally provided professional services At Cost Externally provided non-professional services At Cost Internal disbursements Postage At Cost Staff vehicle use Paid at the ATO set rate

Date of issue: 29 March 2019


Insolvency Practice Rules 75-15 - 75-35

Corporations Act 2001

NOTICE OF MEETING OF CREDITORS OF COMPANY

Ceres Agricultural Company Pty Limited (Administrators Appointed)

ACN 155 816 416 (the “Company”) On 28 March 2019 the company under section 436A appointed Said Jahani and I of Level 17, 383 Kent Street, Sydney NSW 2000 as the Joint and Several Administrators of the Company. Notice is given that a meeting of the creditors of the Company will be held as follows:

Date: Tuesday, 9 April 2019 Time: 10:30 AM Address: Level 17, 383 Kent Street

Sydney NSW 2000

Agenda The purpose of the meeting is to: • Provide a brief history of the Company and the background to the appointment.

• The meeting would also determine:

- Whether to appoint a committee of inspection; and - If so, who are to be the committee's members.

• At the meeting, creditors may also, by resolution: - Remove the administrator from office; and - Appoint someone else as administrator of the Company.

• Discuss any other relevant business which may arise.

Attending and voting at the meeting Creditors are invited to attend the meeting, however they are not entitled to participate and vote at a meeting unless: • Proof of debt: They have lodged with the Joint and Several Administrators particulars of the debt or claim and the claim

has been admitted, wholly or in part, by the Joint and Several Administrators. If a proof of debt has already been lodged, they do not need to do so again. Refer to Note 1 for further guidance on entitlement to vote.

• Proxies or attendance: They are either present in person or by electronic facilities (if being made available) or validly

represented by proxy, attorney or an authorised person under s250D of the Corporations Act. If a corporate creditor or represented, a proxy form, power of attorney or evidence of appointment of a company representative pursuant to Section 250D of the Corporations Act 2001 (“the Act”) must be validly completed and provided to the Joint and Several Administrators at or before the meeting.

A proxy is only valid for a particular meeting and will need to be resubmitted even if previously provided. To enable sufficient time to review, proofs of debt and proxies (or document authorising the representation) should be submitted to Fraser Wilkinson on [email protected] or Level 17, 383 Kent Street, Sydney NSW 2000 by no later than 4:00 PM on 8 April 2019. If you choose to return these documents, please allow sufficient time for the documents to be received prior to the due date.


Electronic facilities Electronic facilities will be made available at the meeting via telephone conference. To access those facilities, you need to provide a statement by email to Fraser Wilkinson on [email protected], not later than 2 business days before the meeting which sets out:

• Name: The name of the person and of the proxy or attorney (if any) • Address: An address to which notices to the person, proxy or attorney may be sent • Contact: The method of contacting the person, proxy or attorney for the purposes of the meeting. On receipt of this statement, you will be provided with instructions on how to access the facilities for the meeting. Any queries should be directed to [email protected] or (02) 8297 2698. Dated 29 March 2019 ……………................................. Philip Campbell-Wilson Joint and Several Administrator Grant Thornton Australia Ltd Level 17, 383 Kent Street Sydney NSW 2000 Note 1: Entitlement to vote and completing proofs

IPR (Corp) 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.

Insolvency Practice Rules, 75-25 Corporations Act 2001

APPOINTMENT OF PROXY

CERES AGRICULTURAL COMPANY PTY LIMITED (ADMINISTRATORS APPOINTED) ACN 155 816 416 (the “Company”) *I/*We (name of signatory) of

(creditor name) a creditor of Ceres Agricultural Company Pty Limited

appoint (name of proxy) of

(address of proxy) or in his or her absence

(details of alternate proxy)

as *my/*our *general/*special proxy to vote at the meeting of creditors to be held on 9 April 2019, or at any adjournment of that

meeting.

If a special proxy, specify how you wish your proxy to vote for each of the resolutions.

Resolutions For Against Abstain

1. That a Committee of Inspection be appointed.

2. That the Joint and Several Administrators be removed from office.

*I/*We authorise *my/*our proxy to vote as a general proxy on resolutions other than those specified above (delete if not required)

Signature:

Dated:

*Omit if inapplicable

FORM 535 subregulation 5.6.49(2)

Corporations Act 2001

FORMAL PROOF OF DEBT OR CLAIM (GENERAL FORM)

To the Joint and Several Administrators of Ceres Agricultural Company Pty Limited (Administrators Appointed) ACN 155 816 416 (the “Company”)

1 This is to state that the company was on 28 March 2019, and still is, justly and truly indebted to: (full name, ABN and address of the creditor and, if applicable, the creditor's partners. If prepared by an employee or agent of the creditor, also insert a description of the occupation of the creditor)

for dollars and cents

Particulars of the debt are:

Date Consideration Amount $ Remarks (state how the debt arose) (include details of voucher substantiating payment)

2 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 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, show them in a schedule in the following form).

Date Drawer Acceptor Amount $ Due Date

3 Signed by (select option):

I am the creditor personally.

I am employed by the creditor and authorised in writing by the creditor to make this statement. I know that the debt was incurred for the consideration stated and that the debt, to the best of my knowledge and belief, remains unpaid and unsatisfied.

I am the creditor's agent authorised in writing to make this statement in writing. I know the debt was incurred for the consideration stated and that the debt, to the best of my knowledge and belief, remains unpaid and unsatisfied.

Signature: Dated:

Name: Occupation:

Address:

RECEIVE REPORTS BY EMAIL Yes No

Do you wish to receive all future reports and correspondence from our office via email?

Email:……………………………………………………………………………

a regulated debtor’s estate

debtor’s estate. The COI advises and assists the –

on that creditor’s behalf

regulated debtor’s estate

’ claims,


regulated debtor’s estateany’s creditors


debtor’s estate

is




This information is available from ARITA’s website at artia.com.au/creditors.

AFSA’s

Documents

Ceres Agricultural Company Pty Limited (Administrators ......Initial Information for Creditors Ceres Agricultural Company Pty Limited may owe you money. This means you may be a creditor