Algeri (Administrator), in the matter of Murray & Roberts Pty Ltd (Administrators Appointed) - [2022] FCA 1506

FEDERAL COURT OF AUSTRALIA
Algeri (Administrator), in the matter of Murray & Roberts Pty Ltd (Administrators Appointed) [2022] FCA 1506

File number: WAD 256 of 2022

Judgment of: BANKS-SMITH J

Date of judgment: 13 December 2022

Catchwords:
CORPORATIONS - administration of Clough group of companies - application for limitation of personal liability of administrators with respect to specified classes of agreements of the companies under administration - modification of operation of s 443A under s 447A of the Corporations Act 2001 (Cth) and s 90-15 of the Insolvency Practice Schedule (Corporations) - where large and complex administration involving engineering and construction group of companies - where agreements with third parties necessary so that group may continue to operate during administration pending restructure and sale process - where administrators not willing to incur personal liability for repayment of debts or satisfaction of liabilities arising under agreements - where administrators propose to enter into new agreements with third parties with express limited recourse terms - application granted

CORPORATIONS - application under s 447A of the Corporations Act 2001 (Cth) for extension of the usual five business day period under s 443B(2) for administrators to give notice to lessors of property - principles governing the power to extend time under s 447A and the power to exclude liability under s 443B(8) - where significant number of lease interests with numerous counterparties - best interests of the creditors - personal liability of administrators under s 443A(1)(c) and s 443B(2) of the Corporations Act 2001 (Cth) - whether personal liability of administrators with respect to leases should be excluded until extended date - application for extension of time and exclusion of personal liability granted

CORPORATIONS - application under s 90-15 of the Insolvency Practice Schedule (Corporations) for modifications as to mechanism for voting, proofs of debt and communications with creditors - whether administrators justified in requiring creditors to register on certain software known as Halo Platform - whether administrators justified in adjudicating on the claims of creditors for voting purposes based on the material provided in the company's books and records or available to the administrators through Halo Platform - directions made

CORPORATIONS - application under s 447A of the Corporations Act 2001 (Cth) and s 90-15 of the Insolvency Practice Schedule (Corporations) for modifications as to committee of inspection - where formation of a single committee of inspection proposed - members of the committee of inspection to be selected by administrators from nominations made in advance of or at the first meeting of creditors - meetings of the committee of inspection to be held by video-link - meetings to be convened by use of Halo Platform - directions made

CORPORATIONS - application under s 37AF of the Federal Court of Australia Act 1976 (Cth) for suppression orders to protect confidentiality of agreements negotiated by the administrators - orders made

Legislation:
Corporations Act 2001 (Cth) ss 435A, 436A, 436DA, 443A, 443B, 443D, 447A, 479, 511, Part 5.3A, Schedule 2 (Insolvency Practice Schedule (Corporations)) ss 1-1, 90‑15

Federal Court of Australia Act 1976 (Cth) ss 37AF, 37AG

Insolvency Practice Rules (Corporations) 2016 (Cth) Division 75

Cases cited:
Algeri, in the matter of WBHO Australia Pty Ltd (Administrators Appointed) [2022] FCA 169

Bumbak (Administrator), in the matter of Duro Felguera Australia Pty Limited (Administrators Appointed) [2020] FCA 422

Currie, in the matter of The Country Wellness Group [2018] FCA 1455

Deputy Commissioner of Taxation, in the matter of ACN 154 520 199 Pty Ltd (in liq) v ACN 154 520 199 Pty Ltd (in liq) [2017] FCA 444

El-Saafin v Franek (No 2) [2018] VSC 683

Hill, in the matter of Autocare Services Pty Ltd (administrators appointed) [2021] FCA 167

In the matter of Ansett Australia Limited and Korda [2002] FCA 90; (2002) 115 FCR 409

In the Matter of Mothercare Australia Ltd (Administrators Appointed) [2013] NSWSC 263

Joiner (Liquidator), in the matter of CuDeco Limited (Receivers and Managers Appointed) (in liq) [2020] FCA 1661

Nipps (Administrator) v Remagen Lend ADA Pty Ltd, in the matter of Adaman Resources Pty Ltd (Administrators Appointed) (No 4) [2021] FCA 644

Re Hawden Property Group Pty Ltd (in liq) [2018] NSWSC 481

Re Polat Enterprises Pty Ltd (in liq) [2020] VSC 485

Re Unlockd Limited (Administrators Appointed) [2018] VSC 345

Reidy, in the Matter of eChoice Limited (Administrators Appointed) [2017] FCA 1582

Ross v Manpak Holdings Pty Ltd, in the matter of Manpak Holdings Pty Ltd [2018] FCA 1548

Silvia v Fea Carbon Pty Ltd (ACN 009 505 195) (Administrators Appointed) (Receivers and Managers Appointed) [2010] FCA 515; (2010) 185 FCR 301

Strawbridge (Administrator), in the matter of CBCH Group Pty Ltd (Administrators Appointed) (No 2) [2020] FCA 472

Strawbridge, in the matter of Virgin Australia Holdings Ltd (administrators appointed) [2020] FCA 571

Strawbridge, in the matter of Virgin Australia Holdings Ltd (administrators appointed) (No 2) [2020] FCA 717

Strawbridge, in the matter of Virgin Australia Holdings Ltd (administrators appointed) (No 6) [2020] FCA 1172

Walley, in the matter of Poles & Underground Pty Ltd (Administrators Appointed) [2017] FCA 486

Division: General Division

Registry: Western Australia

National Practice Area: Commercial and Corporations

Sub-area: Corporations and Corporate Insolvency

Number of paragraphs: 108

Date of hearing: 13 December 2022

Counsel for the Plaintiffs: Ms JK Taylor SC with Mr PR Edgar

Solicitor for the Plaintiffs: King & Wood Mallesons

ORDERS

WAD 256 of 2022

IN THE MATTER OF MURRAY & ROBERTS PTY LTD (ADMINISTRATORS APPOINTED) (ACN 105 617 865)

SALVATORE ALGERI, JASON TRACY, GLEN KANEVSKY AND DAVID ORR IN THEIR CAPACITIES AS JOINT AND SEVERAL ADMINISTRATORS OF THE SECOND TO THIRTEENTH PLAINTIFFS NAMED IN THE SCHEDULE

First Plaintiff

(and others named in the Schedule)

ORDER MADE BY:

BANKS-SMITH J

DATE OF ORDER:

13 DECEMBER 2022

THE COURT ORDERS THAT:
1.The originating process filed on 12 December 2022 be made returnable at 10.15 am on 13 December 2022.

Limitation of Administrators' liability
2.Pursuant to s 447A(1) of the Corporations Act 2001 (Cth) and s 90-15 of the Insolvency Practice Schedule (Corporations) (Schedule 2 to the Corporations Act) (IPS), Part 5.3A of the Corporations Act is to operate in relation to the plaintiffs as if s 443A(1) of the Corporations Act provides that:
(a)the liabilities of the first plaintiffs in their capacities as administrators of each of the second to thirteenth plaintiffs (together the Clough Companies and each a Clough Company) incurred with respect to any obligations arising out of, or in connection with, any purchase orders or other agreements:
(i)which the first plaintiffs cause any of the Clough Companies to issue or enter into with:
A.a third party in connection with or relating to any of the Clough Companies' projects referred to in para 25 of the affidavit of David Michael Orr filed 10 December 2022 (First Orr Affidavit);
B.PayPower Solutions Pty Ltd (PayPower) in respect of third party payroll services as described in paras 41‑44 of the First Orr Affidavit;

(ii)that contain within their terms:
A.a limited recourse provision substantially the same as the limited recourse provision referred to in para 39 of the First Orr Affidavit;
B.notice of these orders; and

(iii)where the limited recourse provision referred to in para 39 of the First Orr Affidavit has been accepted by the third party or PayPower (as the case may be) as forming part of the terms of the purchase order or other agreement,

(together, the Applicable Agreements and each, an Applicable Agreement) are in the nature of debts incurred by the first plaintiffs in the performance and exercise of their functions as joint and several administrators of each of the Clough Companies; and
(b)notwithstanding that the liabilities in paragraph (a) of this order are debts incurred by the first plaintiffs in the performance and exercise of their functions as joint and several administrators of each of the Clough Companies, the first plaintiffs will not be personally liable to repay such debts or satisfy such liabilities to the extent that the assets of the particular company are insufficient to satisfy the debt and liabilities incurred by the first plaintiffs arising out of, or in connection with, the Applicable Agreements.

3.Pursuant to s 447A(1) of the Corporations Act and s 90-15 of the IPS, the first plaintiffs are to provide notice, in the Applicable Agreement or otherwise, to any counterparty to an Applicable Agreement of order 2 above, prior to that counterparty entering into an Applicable Agreement.
4.Pursuant to s 447A(1) of the Corporations Act and s 90-15 of the IPS, the first plaintiffs are to:
(a)keep a schedule noting each Applicable Agreement entered into by the first plaintiffs on behalf of any of the Clough Companies; and
(b)provide an update to the committee of inspection formed for the second to thirteenth plaintiffs (Committee), at each meeting of the Committee, as to the nature of the Applicable Agreements that the first plaintiffs have entered into or proposed to be entered into together with total estimated debts that may be incurred in respect of each Applicable Agreement, on behalf of any of the Clough Companies.

Property leased, used or occupied
5.Pursuant to s 443B(8) and s 447A(1) of the Corporations Act and s 90-15 of the IPS, Part 5.3A of the Corporations Act is to operate in relation to each of the second to thirteenth plaintiffs as if:
(a)the first plaintiffs' personal liability under s 443A(1)(c) and s 443B(2) of the Corporations Act begins on 31 January 2023, such that the first plaintiffs are not personally liable for any liability with respect to any property leased, used or occupied by any of the second to thirteenth plaintiffs (including the amounts pursuant to any leases entered into by any of the second to thirteenth plaintiffs), from any lessors, in the period from 5 December 2022 to 31 January 2023; and
(b)the words 'within five business days after the beginning of the administration' in s 443B(3) of the Corporations Act instead read 'by 31 January 2023'.

Meetings of creditors and the Halo Platform
6.Pursuant to s 90-15 of the IPS, to the extent not permitted specifically by s 75-30, s 75-35 and s 75-75 of the Insolvency Practice Rules (Corporations) 2016 (Cth) (IPR), the first plaintiffs be permitted to convene and hold meetings of creditors during the administration of the second to thirteenth plaintiffs using the Deloitte Halo platform described in the First Orr Affidavit (Halo Platform).
7.Pursuant to s 90-15 of the IPS, the first plaintiffs are justified in requiring that any creditors of the Clough Companies who intend to participate in the first meetings of creditors of the Clough Companies convened pursuant to s 436E of the Corporations Act (First Meetings) must register with the Halo Platform by no later than 5.00 pm (AEDT) on Wednesday, 14 December 2022.
8.Pursuant to s 90-15 of the IPS, the first plaintiffs are justified in:
(a)ascertaining who is a creditor of any of the Clough Companies for the purposes of s 75- 85(1) of the IPR (or who may otherwise be entitled to vote by reason of s 75-86 of the IPR); and
(b)admitting in whole, or in part, a person's debt or claim for the purposes of s 75‑85(3)(a) of the IPR, based only on the books and records of the Clough Companies and information provided by any person on, or otherwise entered in, the Halo Platform (and are otherwise entitled to disregard any other debt or claim).

9.Pursuant to s 90-15 of the IPS, the IPR operate in relation to the Clough Companies such that the requirements of a person to:
(a)lodge particulars of a debt or claim for the purposes of s 75-85(3)(b) of the IPR;
(b)provide an instrument of appointment of proxy pursuant to s 75-150(3) of the IPR; and
(c)provide an instrument evidencing the appointment of a power of attorney pursuant to s 75-155(2) of the IPR,

in order to establish an entitlement to vote at the Second Meetings may only be satisfied by a person submitting relevant information electronically using the Halo Platform.
10.Pursuant to s 90-15 of the IPS, the first plaintiffs are justified in utilising the Halo Platform to communicate with persons who have registered on the Halo Platform, in respect of:
(a)notification and provision of information as to the conduct of the administrations of the Clough Companies;
(b)any proof or particulars of debt or claim lodged on the Halo Platform, including:
(i)the adjudication of such proof or particulars of debts or claims for the purposes of voting at the Second Meetings pursuant to s 75-100 of the IPR; and
(ii)requesting further evidence from a person in respect of a debt claimed pursuant to s 75-95 of the IPR.

11.Information concerning a creditor's debt or claim and provided by that creditor to the first plaintiffs, is to be stored on the Halo Platform and accessible in the relevant creditor's account on the Halo Platform.
12.If a person claiming to be a creditor notifies the first plaintiffs that the person disputes a decision, notice or adjudication by the first plaintiffs about the person's claim, the first plaintiffs must promptly provide that person with all relevant material and information used or relied upon by the first plaintiffs in making their decision, notification or adjudication not already provided to or by the person, subject to there being no obligation to provide any confidential material or information relating to third parties.

Committee of inspection
13.Pursuant to s 447A(1) of the Corporations Act and s 90-15 of the IPS, Divisions 75 and 80 of the IPS and Division 75 of the IPR are to operate as if:
(a)the requirement in s 80-10 and s 80-15 of the IPS for the creditors of a company to resolve that a committee of inspection be formed and to appoint members of the committee of inspection, be dispensed with;
(b)a single committee of inspection be formed in respect of the second to thirteenth plaintiffs (Committee); and
(c)the members of the Committee be persons proposed by the first plaintiffs from nominations made to them in advance of, or at, the First Meetings.

14.Pursuant to s 447A(1) of the Corporations Act and s 90-15 of the IPS, to the extent not permitted specifically by s 80-5(3) of the IPR:
(a)a meeting of the Committee may be convened by publishing a notice via the Halo Platform; and
(b)a meeting of the Committee may be permitted to be held by audio-visual conference (only, and in place of a physical meeting).

Confidentiality
15.Until further order, pursuant to s 37AF and s 37AG(1)(a) of the Federal Court of Australia Act 1976 (Cth), on the ground that the order is necessary to prevent prejudice to the proper administration of justice, the following documents be marked confidential on the Court file and not be made available for inspection without prior notice being provided to the plaintiffs and an order of this Court:
(a)confidential second affidavit of David Orr filed 12 December 2022 (Second Orr Affidavit); and
(b)exhibit DMO-1C to the Second Orr Affidavit.

Other ancillary orders
16.The first plaintiffs must take all reasonable steps to cause notice of these orders to be given, within one (1) business day after the making of these orders, to:
(a)the creditors (including persons or entities claiming to be creditors) of each of the Clough Companies, in the following manner:
(i)where the creditor is a registered user on the Halo Platform, by publishing a notice via the Halo Platform;
(ii)where the creditor is not a registered user on the Halo Platform but the first plaintiffs have an email address for a creditor, notifying each such creditor, via email, of the making of the orders and providing a link to a website where the creditor may download the orders and this Originating Process;
(iii)where a creditor is not a registered user on the Halo Platform and the first plaintiffs do not have an email address for a creditor but have a postal address for that creditor (or have received notification of non‑delivery of a notice sent by email in accordance with (a)(ii) above), notifying each such creditor, via post, of the making of the orders and providing a link to a website where the creditor may download the orders and the Originating Process; and
(iv)placing scanned, sealed copies of the orders and the Originating Process on the website maintained by the first plaintiffs athttps://aurestructuring.deloitte-halo.com/clough;

(b)the Australian Securities and Investments Commission;
(c)the Deputy Commissioner of Taxation; and
(d)the Attorney-General's Department (administering the Fair Entitlements Guarantee Scheme).

17.Any person who can demonstrate a sufficient interest has liberty to apply to vary or discharge any orders made pursuant to orders 2 to 12 above on three (3) business days' notice being given to the plaintiffs and the Court.
18.The plaintiffs' costs of and incidental to this application be costs in the administration of the Clough Companies, joint and severally.

Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

REASONS FOR JUDGMENT
BANKS-SMITH J:

On 5 December 2022 administrators were appointed to the Clough Companies (defined below), by resolution of their respective directors pursuant to s 436A of the Corporations Act 2001 (Cth).
Clough, as the group is generally referred to, was founded by brothers John and Bill Clough in Western Australia in 1919, and has a long history. It has been involved in the construction of significant resource projects over many years.
The Clough Companies are now ultimately owned by Murray & Roberts Holdings Limited, a public company listed on the Johannesburg Stock Exchange, but remain headquartered in Perth. The companies carry on the business of an international engineering and construction firm. They undertake engineering, procurement, construction, and major civil, structural and energy related infrastructure projects throughout Australia and the Asia Pacific, including in Papua New Guinea, Singapore, Mongolia, Thailand, Japan and Malaysia, as well as the United Kingdom, United States and Canada. Adopting the parties' definition, I will refer to these undertakings as the Business. Administrators have not been appointed to the North American and UK businesses.
As is to be expected with the appointment of administrators where a business is of such a significant scale, the administrators need to move quickly to protect the interests of creditors and have identified a number of preliminary matters where they consider urgent court directions are necessary. Accordingly, this application was filed on 12 December 2022 and I listed it on an expedited basis for hearing on 13 December 2022. I made orders at the end of the hearing and now publish my reasons.
The parties
The first plaintiffs, Salvatore Algeri, David Orr, Jason Tracy and Glen Kanevsky of Deloitte, were appointed joint and several administrators (Administrators) of each of the second to thirteenth plaintiff companies. Each of those companies is a member of the Clough group. I will refer to them collectively as the Clough Companies. The second plaintiff, Murray & Roberts Pty Ltd (Administrators Appointed) (MRPL), wholly owns the third plaintiff, Clough Limited (Administrators Appointed), which in turn directly or indirectly owns the remaining plaintiff companies.
Evidence on this application

The Administrators rely on two affidavits sworn by David Orr in support of this application, both filed on 12 December 2022, and referred to as the First Orr Affidavit and the Second Orr Affidavit respectively. In general the factual matters set out below are drawn from the First Orr Affidavit. The Administrators also rely on the affidavit of Samuel Dundas of King & Wood Mallesons, the partner with joint responsibility for advising the Administrators in this matter, filed 13 December 2022. Mr Dundas has deposed to notice given to third parties of this application, as discussed further below.
The relief sought in this application
The Administrators seek orders in relation to the following matters:
(a)limitation of the Administrators' personal liability in respect of:
(i)future agreements to be entered into by the Administrators; and
(ii)specified agreements that have been entered into by the Administrators;
(b)an extension of the decision period regarding leases in s 443B of the Corporations Act;
(c)the use of the Halo Platform (explained below);
(d)convening a single committee of inspection; and
(e)confidentiality orders with respect to the Second Orr Affidavit.
Notice to creditors and third parties to date
On 7 December 2022 the Administrators published an initial circular to creditors on the Halo Platform (as described below) which, amongst other things, gave notice of proposed concurrent first meetings of creditors of the Clough Companies. An information sheet for creditors was also provided, along with relevant documents such as the Administrators' declaration of independence, indemnities and relevant relationships as required by s 436DA of the Corporations Act.
The notice of meeting provides details for the proposed first concurrent meeting to be held virtually by a Microsoft Teams Live Event at 12.00 pm (AEDT) on Thursday, 15 December 2022. I have endeavoured to have these reasons published and so publicly available prior to the meeting.
Mr Dundas deposed to notice given to third parties and creditors as follows:
(a)on 12 December 2022 King & Wood Mallesons provided the solicitors for the Secured Parties (defined at [26] below) with copies of the application and details regarding this hearing by email - the solicitors for the second ranking Secured Parties provided an email reply that indicated that their clients did not consent to nor oppose the orders sought;
(b)on 12 December 2022 King & Wood Mallesons emailed the Australian Securities and Investments Commission providing it with copies of the application and hearing details - acknowledgment of receipt was received;
(c)on 12 December 2022 Deloitte provided copies of the filed court documents to Henry Carr of the Commonwealth Department of Employment and Workplace Relations, who is apparently involved in the management of the Fair Entitlements Guarantee Scheme - a response was received that indicated that Mr Henry did not have comments or queries at this time; and
(d)on 12 December 2022 Mr Dundas caused an email to be sent to creditors providing them with a link to access the application and a copy of the First Orr Affidavit, which had been uploaded to the Halo Platform, and information about the hearing. That information included a copy of the link by which any person could attend today's hearing virtually by Microsoft Teams dial in. The email was apparently received by 993 creditors. As at the time of swearing his affidavit, Mr Dundas was not aware of any responses from creditors.
Mr Dundas disclosed that a letter was received from Thomson Geer, the solicitors for a creditor (dated 8 December 2022). That letter sought confirmation from the Administrators that they accepted personal liability under a nominated subcontract. It pre-dates this application and disclosure of the manner in which the Administrators intend to address personal liability going forward. I have read the letter, but it does not affect my consideration of this application.
Apart from the Administrators, no person sought to be heard on the application. I am satisfied that the Administrators have taken appropriate steps to provide notice of the hearing to interested parties.
Background matters
Before moving to the particular relief sought, I will set out some of the information given by Mr Orr which provides useful context to this application and, I expect, to additional applications to this Court that have been foreshadowed relating to the Clough Companies.
Summary of the role of each of the Clough Companies
The second plaintiff, MRPL, is the Australian holding company of the Clough group, and as I have noted is ultimately controlled by Murray & Roberts Holdings Limited.
The third plaintiff, Clough Limited (Administrators Appointed) is the holding company of the Clough Companies and formerly an ASX-listed company. The company was delisted shortly after the completion of a scheme of arrangement by which MRPL acquired the shares of Clough Limited.
The fourth plaintiff, Clough Operations Pty Ltd (Administrators Appointed) is a holding company for the Clough Companies' overseas projects.
The fifth plaintiff, Clough Overseas Pty Ltd (Administrators Appointed), is an intermediate holding company between Clough Operations Pty Ltd and the Booth Welsh Group of companies (a waste energy solutions provider) based in the United Kingdom, and also between Clough Operations Pty Ltd and various Asian subsidiaries which are currently dormant or otherwise expected to be deregistered.
The sixth plaintiff, Clough Seam Gas Pty Ltd (Administrators Appointed) currently performs no operations and holds no assets. The company remains engaged in outstanding litigation commenced by former employees of the Clough Companies on or around 30 April 2018.
The seventh plaintiff, Clough Engineering & Integrated Solutions (CEIS) Pty Ltd (Administrators Appointed), is an employing company that supplies approximately 150 to 200 skilled engineers to key projects undertaken by the Clough Companies.
The eighth plaintiff, E20 Pty Ltd (Administrators Appointed), employs the Group's blue-collar employees to projects undertaken by the Clough Companies. The company is also responsible for performing small-scale works and sustainable operations.
The ninth plaintiff, Sharp Resources Pty Ltd (Administrators Appointed) is also an employment solutions provider for projects undertaken by the Clough Companies.
The tenth plaintiff, Clough Projects Pty Ltd (Administrators Appointed), employs the Group's white-collar employees who perform managerial and supervisory roles in relation to projects undertaken by the Clough Companies.
The eleventh plaintiff, Clough Engineering Pty Ltd (Administrators Appointed) is a special purpose vehicle operating in association with S&B (Houston) and Al Bilad (Saudi Arabia) in an incorporated joint venture, Al-Bilad S&B Clough Ltd.
The twelfth plaintiff, Clough Projects International Pty Ltd (Administrators Appointed) is the intermediate holding company between Clough Limited and Clough USA Inc. Clough USA Inc is the key contractor undertaking engineering, procurement, construction and commissioning work for a petrochemical facility located in Pasadena, Texas (also known as 'Project Traveler'). Clough USA Inc is predominantly a labour solutions provider for that project, through its subsidiaries, CH-IV International LLC and E20 US LLC. This company also holds a 35% interest in the CBI Clough Joint Venture based in Singapore.
The thirteenth plaintiff, Clough Projects Australia Pty Ltd (Administrators Appointed) is the key contractor for projects based in Australia and in Papua New Guinea, including (among other projects) as a joint venture partner in the Snowy Hydro 2.0 project and as the head contractor for the engineering, procurement and construction for the Stage 2 development of the Waitsia liquid natural gas field in the Perth Basin.
Creditor profile
Mr Orr's inquiries indicate there are four major secured creditors (Secured Parties): HSBC Bank Australia Limited; Liberty Specialty Markets Australia Pty Ltd; Assetinsure Pty Ltd as agent for Swiss Re International SE; and AAI Limited (Vero). HSBC's security is first ranking, while Liberty, Swiss Re and Vero all rank equally as second ranking secured creditors, pursuant to the terms of a pari passu deed between them.
According to Mr Orr, the overall creditor profile of the Clough Companies as at the appointment date can be broken down as follows:
(a)the Secured Parties who have provided various performance bonds with a value of approximately $284.1 million (in respect of Active Projects, as set out in the table at [28] below);
(b)294 parties, including the Secured Parties, with security interests against the Clough Companies registered on the Personal Property and Securities Register (PPSR) - the value of these registrations has not yet been obtained;
(c)entitlements payable to employees of the Clough Companies in respect of annual leave and long service leave entitlements of approximately $12,150,997;
(d)various unsecured trade suppliers and subcontractors in respect of Active Projects and the overheads of the Clough Companies, who are owed approximately $66,649,249; and
(e)landlords of the Clough Companies' corporate offices, all of which are up to date.
Active Projects
Mr Orr has ascertained that as at the appointment date, the Clough Companies are engaged in a number of projects (Active Projects) by way of an engineering, procurement or construction contract (or a combination of those roles) (Active Project Agreements). He provided the following table:

Project Jurisdiction Joint Venturer

Transgrid - Project Energy Connect NSW Green Light Contractors Pty Ltd (ACN 168 435 658)

Snowy Hydro 2.0 NSW WeBuild S.p.A. (WeBuild)

ARTC - Inland Rail - EIS Phase QLD
GS Engineering & Construction Australia Pty Ltd

WeBuild

Department of Defence - Lombrum Naval Base Upgrade PNG No

Main Roads WA - Stephenson Avenue Upgrade WA
Acciona Construction Australia Pty Ltd (consortium)

WSP Australia Pty Ltd

Energy Australia - Tallawarra Net Zero Power Station NSW No

MEPAU - Waitsia Domestic Gas WA No

Clough AMEC JV - Bayu Undan WA Wood Group

STL Bundaberg - e2o 50974 & 50975 QLD No

Lihir Shutdowns Services PNG No

Perdaman - Project Destiny - 45826 WA Saipam S.p.A.

ARTC - Inland Rail Early Works - 45641 QLD WeBuild

ARTC - Inland Rail D&C - 45641 QLD WeBuild

NT Gov - Darwin Ship Lift and Marine Industries D&C - 41213 NT BMD

BMP Nickel West - Mount Keith Debottlenecking SMPE&I - 50036 WA N/A

Water Corporation WA - Woodman Point Sludge Treatment Facility - 50621 WA Jacobs

Sydney Water - Compliance Upgrades at Rouse Hill - D&C - 50722 NSW Fulton Hogan
The six Major Projects

Of the Active Projects, there are six projects that the Administrators consider to be major projects (Major Projects) by reason of their size, complexity, and significance to the stakeholders. Mr Orr describes those projects in his evidence as follows.
MEPAU - Waitsia Domestic Gas Project: Clough Projects Australia Pty Ltd is currently undertaking the engineering, procurement and construction scope of the Waitsia Gas Project Stage 2 development, near Dongara, Western Australia. The project includes a 250TJ/day gas processing plant and associated gas gathering pipelines spread across an area with a radius of approximately 10 km, that will convey gas via the nearby Dampier to Bunbury Natural Gas Pipeline.
Snowy Hydro 2.0: Clough Projects Australia Pty Ltd, as part of the Future Generation Joint Venture, is currently delivering the Civil and Electro-Mechanical works for the iconic Snowy 2.0 Project. Snowy 2.0 will link two existing Snowy Scheme dams, Tantangara and Talbingo, through underground tunnels to the depths of up to one kilometre and an underground power station with pumping capabilities. The project involves:
(a)the underground excavation and tunnelling to link existing reservoirs and an underground power station with pumping capabilities;
(b)approximately 40 km of tunnels including 27 km of power waterways;
(c)surface works including intake-outlets, surge shaft, cable and ventilation portal sites; and
(d)supporting works such as establishing or upgrading approximately 45 km of access tracks and roads along with electricity connections to construction sites.
TransGrid - Project Energy Connect: Project Energy Connect is a joint venture between Clough Projects Australia Pty Ltd and Greenlight Contractors Pty Ltd called SecureEnergy, delivering a major powerline upgrade for TransGrid. The project involves the delivery of four substations and 700 km worth of 330kV transmission line, extending from Wagga Wagga, New South Wales to the South Australian border in Robertstown, with a connection to Red Cliffs in Victoria. To effectively operate the transmission network, the project also requires the construction of two new substations and upgrades to one existing substation. In its entirety, the project will deliver a new 900 km above ground transmission line, known as an interconnector, that will connect power grids across three Australian states. The project is expected to create 1,500 jobs in regional New South Wales.
Tallawarra Net Zero Power Station: Clough Projects Australia Pty Ltd, in consortium with its partner GE, is currently completing the engineering, procurement and construction scope for Tallawarra Stage B, Australia's first net zero emissions hydrogen and gas capable power station in Yallah, New South Wales. Tallawarra Stage B is a 300+ MW expansion of the existing Tallawarra A power station, involving the construction of a 420MW Open Cycle Gas Turbine Power Plant. Works include the construction of a high voltage switchyard, an unloading station, a distillate tank, connecting gas pipelines, gas receiving and conditioning stations, transformers, switchgear, a control room and an administration building. At the peak of construction, the project is expected to create hundreds of jobs and inject $300 million to the local economy. Once commissioned, the plant will be ready to start generating electricity for 150,000 homes with only 30 minutes' notice. The project will address the need for fast-start flexible capacity, to complement renewables coming into the system.
Lombrum Naval Base Upgrade: A project between Clough Projects Australia Pty Ltd and Commonwealth of Australia (represented by the Indo Pacific Enhanced Engagement Branch, Infrastructure and Contracting Section, Department of Defence). The scope of the Lombrum Naval Base Upgrade was developed and agreed in consultation with the Papua New Guinea Defence Force to also benefit the local community through the construction, support, maintenance, and repair of the Naval Base on Manus Island in Papua New Guinea. Early works included refurbishment of the community chapel, construction of a new medical facility, upgrades to the communication centre, and construction of security fencing. Main works include the construction of electrical generation services, water and sewerage services, facilities for the Papua New Guinea Defence Force for work, training and living accommodation, and operational facilities for the Guardian-class Patrol Boats and small boat operations. The project is anticipated to improve community facilities, maritime security capabilities and resources, and will diversify job opportunities and industry sectors.
Stephenson Avenue Upgrade: As part of the S2M Evolution Alliance with Acciona, WSP and Main Roads WA, Clough Projects Australia Pty Ltd is currently completing the contract to deliver phase two of the Stephenson Avenue extension project, north of Perth CBD in Western Australia. The project involves the extension of Stephenson Avenue to Cedric Street, a new road connecting each side of the Mitchell Freeway, including a new bridge for Stephenson Avenue, the removal of both the south-bound and north-bound on and off ramps, the development of new on-street parking and upgrades to the Stirling bus interchange.
Work Continuation Agreements negotiated to date
Mr Orr deposes that the Administrators have so far been successful in negotiating agreements for most of the Major Projects and they continue to negotiate with others in that regard. These agreements provide interim funding allowing works to continue (Works Continuation Agreements) while the Administrators pursue a sale of all or part of the Business, or otherwise recapitalise the Clough Companies. A feature of the Works Continuation Agreements is the payment of amounts to the Administrators in advance of certain works being undertaken.
Executed Works Continuation Agreements were in evidence before me by way of the Second Orr Affidavit. I have made orders preserving the confidentiality of those agreements until further order, as explained below at [102]-[106].
Administrators are continuing to incur debts
The Works Continuation Agreements provide some financial assistance and protection to the Administrators with respect to particular Major Projects, but more generally the Administrators continue to cause the Clough Companies to incur liabilities with respect to the Active Projects, including under a range of operational agreements that it might be anticipated would be in place for such projects. For example, there are operational agreements in place with respect to:
(a)subcontracts for parcels of works on Active Projects;
(b)labour hire contracts in relation to labourers engaged on Active Projects;
(c)plant and equipment hire (on both 'wet' and 'dry' hire arrangements);
(d)various supply agreements in respect of construction materials and inputs on a 'purchase order basis';
(e)construction camp contracts (e.g. transport, catering, cleaning, accommodation, maintenance) for operations at remote Active Projects; and
(f)site security services.
Further, Mr Orr deposes that corporate expenses for the Clough Companies (including information technology services and utilities) amount to some $2.27 million per week, on a 'business as usual' basis. This does not include the costs under the operational agreement expenses or for the Active Projects.
Limiting personal liability of the Administrators
Statutory context
Section 443A(1) of the Corporations Act provides in effect that the administrator of a company under administration is liable for debts they incur in the performance of their functions, for services rendered, goods bought, property hired or leased, the repayment of money borrowed and interest and borrowing costs.
Section 443A(2) of the Corporations Act provides that s 443A(1) has effect despite any agreement to the contrary, but without prejudice to the administrator's rights against the company or anyone else.
Section 443D of the Corporations Act provides administrators with a statutory indemnity out of the property of the company (other than certain retention of title property that is not relevant for present purposes) for, among other things, debts for which the administrator is liable under Subdivision A (which includes s 443A).
Section 447A of the Corporations Act provides that the court may make such orders as it thinks appropriate about how Part 5.3A is to operate in relation to a particular company.
Section 90-15 of the Insolvency Practice Schedule (IPS), being Schedule 2 to the Corporations Act, relevantly provides that the court may make such orders as it thinks fit in relation to the external administration of a company, including an order determining any question arising in the external administration of the company.
While it is now settled that the court has wide powers under s 447A of the Corporations Act and s 90-15 of the IPS, such orders must be made in pursuit of the objects of Part 5.3A as set out in s 435A as follows:
Object of Part
The object of this Part, and Schedule 2 to the extent that it relates to this Part, is to provide for the business, property and affairs of an insolvent company to be administered in a way that:
(a)maximises the chances of the company, or as much as possible of its business, continuing in existence; or
(b)if it is not possible for the company or its business to continue in existence - results in a better return for the company's creditors and members than would result from an immediate winding up of the company.
Note: Schedule 2 contains additional rules about companies under external administration.

Where there is recourse to the IPS, regard should also be had to its objects set out in s 1-1 of the IPS which relevantly provide as follows:
Object of this Schedule
…
(2) The object of this Schedule is also:
(a)to regulate the external administration of companies consistently, unless there is a clear reason to treat a matter that arises in relation to a particular kind of external administration differently; and
(b)to regulate the external administration of companies to give greater control to creditors.
Principles - s 447A
It is well established that the court has power under s 447A of the Corporations Act to make orders that modify the application of s 443A so as to limit an administrator's personal liability. The courts have been satisfied on a number of occasions that it is not to be expected that the administrators should expose themselves to substantial personal liabilities. In many of the cases, the relevant liability has been or is to be incurred by way of a loan agreement entered into post administration in order to assist the company to continue to trade. However the principles are not limited to loans and apply more broadly to an arrangement under which the company, post administration, incurs debts in order to continue to operate.
The considerations and case law relevant to such an application under s 447A were summarised by Sloss J in Re Unlockd Limited (Administrators Appointed) [2018] VSC 345:
[60]In the leading case of Secatore, in the matter of Fletcher Jones and Staff Pty Ltd (admins apptd) [2011] FCA 1493 (Secatore), Gordon J stated (at [23]):
Section 447A(1) of the Act empowers the Court, in an appropriate case, to modify the operation of s 443A to exclude personal liability on the part of a voluntary administrator, and to provide that a loan taken by the company via the voluntary administrator is repayable on a limited recourse basis. Orders in similar terms have frequently been made in circumstances where the Court is satisfied that an administrator has entered into a loan agreement or other arrangement to enable the company's business to continue to trade for the benefit of the company's creditors: see, for example, Re Ansett Australia Ltd (No 1) at [49]; Re Spyglass Management Group Pty Ltd (admin apptd) (2004) 51 ACSR 432 at [6]; Sims; Re Huon Corporation Pty Ltd (admins apptd) (2006) 58 ACSR 620 at [12]; Re Malanos [2007] NSWSC 865 at [13].
[61]In such circumstances, courts have held that it is not to be expected that the voluntary administrators should expose themselves to substantial personal liabilities: see e.g. Re Renex Holdings (Dandenong) 1 Pty Ltd [2015] NSWSC 2003, [13] (Black J); Preston, in the matter of Hughes Drilling Limited [2016] FCA 1175 (Hughes Drilling), [18] (Yates J). See also Korda, in the matter of Ten Network Holdings Ltd [2017] FCA 1144, [43]-[44] (Markovic J).
[62]In Secatore, Gordon J also observed (at [29]) that if orders are made relieving administrators from personal liability in respect of borrowings, it will permit them to make commercial decisions about the ongoing operations by focussing on what is in the best interests of the creditors 'uninfluenced by concerns of personal liability.'
[63]In Re Great Southern Infrastructure Pty Ltd [2009] WASC 161 (Great Southern) at [13], Sanderson M observed that:
The material consideration on such an application is whether the proposed arrangements are in the interests of the company's creditors and consistent with the objectives of Pt 5.3A of the Act. To put that proposition positively - the question is whether the court is satisfied the proposed arrangements are for the benefit of the company's creditors. To put it negatively - the question is whether the court is satisfied the company's creditors are not disadvantaged or prejudiced by the proposed arrangement. These principles have been confirmed in a large number of cases.
[64]In Re Mentha (in their capacities as joint and several administrators of the Griffin Coal Mining Company Pty Ltd (admins apptd) (2010) 82 ACSR 142; [2010] FCA 1469, Gilmour J summarized the principles governing the granting of an application for orders under s 447A to vary the liability of administrators under s 443A as follows (at [30]):
(a)the proposed arrangements are in the interests of the company's creditors and consistent with the objectives of Part 5.3A of the Corporations Act: Re Great Southern at [13].
(b)typically the arrangements proposed are to enable the company's business to continue to trade for the benefit of the company's creditors: Re Malanos at [9] and Re View at [17].
(c)the creditors of the company are not prejudiced or disadvantaged by the types of orders sought and stand to benefit from the administrators entering into the arrangement: Re View at [18], and also Re Application of Fincorp Group Holdings Pty Ltd [2007] NSWSC 628 at [17].
(d)notice has been given to those who may be affected by the order: Re Great Southern at [12].
More recently in Strawbridge, in the matter of Virgin Australia Holdings Ltd (administrators appointed) (No 2) [2020] FCA 717 Middleton J said:
[90]Orders are commonly sought limiting an administrator's personal liability where a company borrows funds from an external financier to fund the ongoing trading of the business during the administration: Korda, in the matter of Ten Network Holdings Ltd (Administrators Appointed) (Receivers and Managers Appointed) [2017] FCA 1144 at [42] ('Ten Network') (Markovic J).
[91]There can be no doubt that in the appropriate circumstances, personal liability can be excluded with respect to any arrangement where that enables the company's business to continue to trade for the benefit of the company's creditors. Further, s 447A can also be used to avoid liability before it is imposed: Silvia v FEA Carbon Pty Ltd (2010) 185 FCR 301 at [14] (Finkelstein J).
More recently those authorities were referred to and followed in Hill, in the matter of Autocare Services Pty Ltd (administrators appointed) [2021] FCA 167 at [38]‑[39] (Farrell J) and in Nipps (Administrator) v Remagen Lend ADA Pty Ltd, in the matter of Adaman Resources Pty Ltd (Administrators Appointed) (No 4) [2021] FCA 644 at [26]‑[27] (Banks‑Smith J).
The orders typically sought and made in such cases have the effect of limiting the recourse of the counterparty to an agreement against the administrator personally to the extent to which they are able to be indemnified from specified assets of the company (I summarise the principles relating to s 90-15 of the IPS in the section commencing at [81] below that addresses the Halo Platform).
The Administrators' proposal
Mr Orr deposes to the practice the Administrators intend to implement in this group administration in order to limit their personal liability for expenses such as those referred to at [38] and [39] above. In particular, the Administrators seek orders from this Court limiting their personal liability in relation to specified categories of agreements. Assuming such an order is made, the Administrators intend to proceed by continuing necessary works and services without adopting existing operational agreements to the extent possible. Rather, they will cause the Clough Companies to issue purchase orders or enter into fresh agreements with the various counterparties to existing operational agreements on terms similar to those operational agreements. These purchase orders or agreements will include a limited recourse provision.
The Administrators propose to include the following limited recourse provision in purchase orders or agreements:
(a)The Administrators will only be liable under section 443A of the Corporations Act 2001 (Cth) on a limited recourse basis, namely limited to the assets of [Clough Company or Clough Companies] from which the Administrators are indemnified for their personal liability under section 443D of the Corporations Act 2001 (Cth) and for which the Administrators have a lien over the assets of [Clough Company or Clough Companies] under section 443F of the Corporations Act 2001 (Cth);
(b)the Administrators will not have any personal liability arising from entry into this [purchase order / agreement / deed] or the performance of any services in respect of this [purchase order / agreement / deed] in accordance with the terms of this [purchase order / agreement / deed], except to the extent of the limited recourse described in paragraph (a) above; and
(c)the parties acknowledge the Administrators have obtained orders in the Federal Court of Australia pursuant to section 447A of the Corporations Act 2001 (Cth) to give effect to this limited recourse and limitation of liability, and a copy of these orders is available from the Administrators on request.
Further, at the time of issuing purchase orders or entering into agreements containing this language, the Administrators intend to remind the relevant counterparty that they do not have to accept the purchase order or enter into the agreement on those terms, and they can elect to not engage with the Clough Companies and the Administrators on a limited liability basis.
The Administrators also seek an order limiting liability with respect to a particular purchase order that they have already issued to PayPower Solutions Pty Ltd, the third party payroll provider to the Clough Companies. According to Mr Orr, if the purchase order had not been issued to PayPower, then the Clough Companies' payroll, which was due to be paid on 8 December 2022, would not have been paid. The PayPower purchase order included a limited recourse clause in the following form:
…
4.The Administrators will only be liable under section 443A of the Corporations Act 2001 (Cth) on a limited recourse basis, namely limited to the assets of Clough from which the Administrators are indemnified for their personal liability under section 443D of the Corporations Act 2001 (Cth) and for which the Administrators have a lien over the assets of Clough under section 443F of the Corporations Act 2001 (Cth); and
5.The Administrators will not have any personal liability arising from entry into this Purchase Order or the performance of any services in respect of this Purchase Order in accordance with the terms of this Purchase Order, except to the extent of the limited recourse described in 4) above.
Mr Orr states that PayPower will not be prejudiced if the relevant orders are made because it agreed to the terms of the purchase order, because it was given notice of this application, and because it will have a right to vary the orders as sought.
This reference to a right to vary the orders is a reference to a further order sought by the Administrators. Given the expedited nature of this application, it has not been possible for the Administrators to canvas the attitudes of all creditors towards the orders sought. The Administrators propose that to any extent a third party is aggrieved by the order limiting personal liability of the Administrators (and other orders), those creditors, or any other person who can demonstrate a sufficient interest, may bring an application seeking leave to vary the orders on three business days' notice to the Administrators and the Court.
Consideration
I am satisfied that making the proposed orders that modify the operation of s 443A(1) is consistent with the objectives of Part 5.3A of the Corporations Act and is in the interests of the Clough Companies' creditors for a number of reasons.
First, Mr Orr's evidence on behalf of the Administrators is that they are seeking to pursue a sale of all or part of the Business, or otherwise recapitalise the Clough Companies. It is early days in this large-scale administration. I accept that the chances of successfully achieving such an outcome will be enhanced if the companies are able to continue to operate to the extent considered appropriate by the Administrators. I also accept that at present it is in the interests of the creditors to preserve the Business as far as is possible while options are considered.
Already the Administrators have successfully negotiated the Works Continuation Agreements with interim advance funding that allows works to continue on some of the Major Projects, at least within the parameters of those agreements. Orders that limit the Administrators' personal liability as proposed for the specified categories of agreements going forward are consistent with this approach, accord greater protection to the Administrators from the risk of personal liability relating to such projects, including risks that may not be currently apparent, and enhance the capacity of the Administrators to enter into agreements in connection with other projects and the operational aspects of the Business. Absent such relief, the Administrators cannot be expected to continue to trade and incur debts personally.
Second, there is unlikely to be prejudice or disadvantage to sub-contractors and suppliers by limiting the personal liability of the Administrators in circumstances where those creditors will have advance notice of the proposed terms of their particular arrangements with the respective Clough Companies, and will be in a position to accept or reject such arrangements. Further protection is provided by the Administrators' stated intention to remind counterparties that they do not have to accept the limited recourse terms of proposed purchase orders or agreements, and can elect instead not to engage with the Administrators.
Third, as to notice of the application, as the circumstances were urgent, it was not practical to seek the views of all creditors. However I am satisfied that the Administrators have taken reasonable steps in the circumstances to bring this application, and the orders sought, to the attention of interested parties and that it is appropriate to act on the evidence of Mr Orr, having regard to the absence of opposition before me today. In saying this, I do not ignore the letter of Thomson Geer referred to above, but the letter does not engage with the process for limiting liability that the Administrators seek to put in place. It is of particular importance that the orders proposed include an order which has the effect of giving other creditors and sufficiently interested persons who may not have been notified of the application an opportunity to be heard if they have any objections to the orders.
Accordingly, I consider it is appropriate to make orders under s 447A(1) of the Corporations Act and s 90-15 of the IPS limiting liability in the manner sought by the Administrators.
Property leased used or occupied
Section 443B of the Corporations Act concerns an administrator's liability for payments for property used or occupied by, or in the possession of, the company in administration. The section relevantly provides:
Payments for property used or occupied by, or in the possession of, the company
Scope
(1)This section applies if, under an agreement made before the administration of a company began, the company continues to use or occupy, or to be in possession of, property of which someone else is the owner or lessor, including property consisting of goods that is subject to a lease that gives rise to a PPSA security interest in the goods.
General rule
(2)Subject to this section, the administrator is liable for so much of the rent or other amounts payable by the company under the agreement as is attributable to a period:
(a)that begins more than 5 business days after the administration began; and
(b)throughout which:
(i)the company continues to use or occupy, or to be in possession of, the property; and
(ii)the administration continues.
(3)Within 5 business days after the beginning of the administration, the administrator may give to the owner or lessor a notice that:
(a)specifies the property; and
(b)states that the company does not propose to exercise rights in relation to the property; and
(c)if the administrator:
(i)knows the location of the property; or
(ii)could, by the exercise of reasonable diligence, know the location of the property;
specifies the location of the property.
…
Restrictions on general rule
…
(8)Subsection (2) does not apply in so far as a court, by order, excuses the administrator from liability, but an order does not affect a liability of the company.
As explained in In the Matter of Mothercare Australia Ltd (Administrators Appointed) [2013] NSWSC 263 at [2]‑[3] (Black J), s 443B(3) operates relatively simply with its five day prescribed period in circumstances where a company in administration occupies a small number of premises and the administrator, with appropriate diligence, can readily form a view within that period as to whether the company should continue to occupy the premises and whether or not the administrator should assume personal liability.
However, in more complex scenarios that period may be too short. In such a case, the court can either excuse liability under s 443B(8) of the Corporations Act or extend the time for investigation under s 447A: Silvia v Fea Carbon Pty Ltd (ACN 009 505 195) (Administrators Appointed) (Receivers and Managers Appointed) [2010] FCA 515; (2010) 185 FCR 301 at [12]‑[14] (Finkelstein J). Section 443B(8) allows the court to excuse an administrator from liability to pay rent even after the five business period has expired: Strawbridge (Administrator), in the matter of CBCH Group Pty Ltd (Administrators Appointed) (No 2) [2020] FCA 472 at [39] (Markovic J, citing Silvia v Fea Carbon at [13]‑[14]).
In this case, Mr Orr deposed to the many arrangements involving the leasing, use or occupation by the Clough Companies of property owned by third parties. He states that as at the appointment date, across the Clough Companies there were approximately 403 registrations on the Personal Property Securities Register (PPSR) and real property leases with approximately five landlords (all referred to collectively as the Leases). Mr Orr says that reaching a determination as to the future status of the Leases and identifying further arrangements that may be relevant to them will be a very significant task for the Administrators, having regard to: the very large number of Leases; the number of counterparties to the Leases; the significant liabilities associated with certain Leases; the combined effect of a significant amount of personal property owned by third parties (registered on the PPSR) being used on Active Projects; the vast geographical spread of the Active Projects; ongoing uncertainty as to the precise nature of the property that is the subject of the Leases and the obligations associated with the Leases; and the number of companies of the Clough group that are in administration.
Further, Mr Orr refers to difficulties caused by the time of year, with shutdowns over the Christmas and New Year period and employee leave commitments, including leave commitments of many of his staff at Deloitte who might otherwise have been able to assist.
Mr Orr states that:
… the Administrators have formed a view it is necessary to seek an extension of the relevant period under section 443B of the Corporations Act, as it will not be possible to form a view as to whether it is necessary or desirable, in the interests of preserving the value of the Business, to exercise rights over the Leases. Based on my best estimate, it will take the Administrators and Deloitte staff until 31 January 2023 to finalise this assessment.
… The Administrators consider that if the creditors are told that the Administrators have sufficient time to consider, properly and carefully, the property the subject of the Leases, and the ongoing use and value of that property to the Business, it is likely to promote the ongoing interest in the Business from creditors, shareholders of Clough Companies and/or other potential purchasers.

I accept the Administrators' submission that that they will require further time to consider the ongoing value to the Clough Companies of the various property the subject of the Leases and that the extension of time is designed to assist in identifying and retaining assets that are necessary to preserve and enhance the value of the Clough Companies' operations as part of a positive restructure of the business. An extension of the five day time period under s 447A of the Corporations Act will maximise the prospect of preserving the Business of the Clough Companies with a view to a sale or restructure, and that course is in the creditors' best interests. This is likely to include the lessor creditors, as it also increases the prospect that there will remain a counterparty in place with respect to existing leases. Such matters were considered persuasive in Strawbridge, in the matter of Virgin Australia Holdings Ltd (administrators appointed) [2020] FCA 571 at [48]‑[49] (Middleton J) (Strawbridge, in the matter of Virgin Australia Holdings Ltd (No 1)).
I accept that the authorities recognise that weight is to be given to the Administrators' own view of what is in the best interests of creditors: Bumbak (Administrator), in the matter of Duro Felguera Australia Pty Limited (Administrators Appointed) [2020] FCA 422 at [32] (Gleeson J); and Strawbridge (Administrator), in the matter of CBCH Group Pty Ltd (Administrators Appointed) (No 2) at [48].
I am satisfied on the evidence before me that it is appropriate to make the orders sought by the Administrators. I take into account the evidence and submissions of Mr Orr referred to above. I also note that the extension will permit the Administrators an opportunity to assess (for example) how essential particular property (including goods) the subject of the Leases are to the ongoing conduct of the Business and make rational decisions about such property: Currie, in the matter of The Country Wellness Group [2018] FCA 1455 at [27] (Derrington J).
To the extent that the lessors are adversely affected, as noted at [62] above, the orders sought are framed in such a way as to permit persons who are affected by the orders (and this would on its face include lessors of the various property) to apply to the Court for a variation of the orders. This access to the Court by lessors was a relevant factor in, amongst other cases, Currie, in the matter of The Country Wellness Group at [29]; and Strawbridge, in the matter of Virgin Australia Holdings Ltd (No 1) at [51].
In all the circumstances I consider it is appropriate to extend the time for the Administrators to give notice to lessors of property leased by the Clough Companies to the date identified by the Administrators, being 31 January 2023, and that the personal liability of the Administrators should be excluded during that period.
Use of Halo Platform
The Halo Platform is a proprietary digital claims management platform that was developed by Deloitte. It was discussed by Middleton J in Strawbridge, in the matter of Virgin Australia Holdings Ltd (administrators appointed) (No 6) [2020] FCA 1172 at [12]‑[14] and was used extensively by the administrators of the Virgin group companies. It has since also been used in the Probuild group administration: Algeri, in the matter of WBHO Australia Pty Ltd (Administrators Appointed) [2022] FCA 169 (Beach J).
According to Mr Orr:
Deloitte has adapted the Halo Platform for use in the external administration of the Clough Companies and it now has the following capabilities:
(a)large numbers of persons, in this case persons claiming to be creditors of the Clough Companies including employees, can register for a unique account on the platform and communicate and receive communications from the Administrators, via their user accounts;
(b)users can lodge a debt or claim for the purposes of voting at the Second Meetings;
(c)claims can be lodged on a 'bulk' basis, as described below;
(d)users can upload documents, including any documents and particulars in support of a person's claim to be a creditor of the Clough Companies;
( e)persons can access information in relation to the adjudication of debts and claims by the Administrators and for the Administrators to communicate with creditors through the platform in relation to that process;
(f)secure messages can be sent to, and received from, persons;
(g)a 'voting event' can be created, which provides a notification to creditors of their ability to vote and the list of resolutions on which creditors may vote; and
(h)creditors can nominate proxies to vote on resolutions; and
(i)facilitating voting for the purposes of the Second Meetings, including to calculate and declare the results of a 'live' poll.
Division 75 of the Insolvency Practice Rules (Corporations) 2016 (Cth) (IPR) contain the rules that apply in relation to meetings concerning companies under external administration.
The Administrators propose orders pursuant to s 90-15 of the IPS that permit them, to the extent the IPR do not already permit them, to convene and hold meetings of creditors during the administration of the Clough Companies by using the Halo Platform. They seek directions that they are justified in requiring any creditors who intend to participate in the first meetings of creditors to register with the Halo Platform by a certain date; that particulars of debts and proxies must be provided by the Halo Platform in order to establish any entitlements; and that the Administrators may communicate with registered persons about the administrations, the proof of debt process and the adjudication of proofs on the Halo Platform. They seek a direction that they are justified in adjudicating proofs of debt based on books and records to which they have access and the information provided by the relevant person on the Halo Platform.
The orders sought largely mirror those made by Middleton J in Strawbridge, in the matter of Virgin Australia Holdings Ltd (administrators appointed) (No 6). His Honour granted such relief having regard to s 90-15 of the IPS.
At this point it is useful to briefly summarise the principles with respect to that provision, which are now well recognised.
Principles - s 90-15 IPS
The terms of s 90-15, which provide for the making of such orders in relation to an external administration that the court thinks fit, are broader than its two partial predecessor provisions, being s 479(3) and s 511(1)(a) of the Corporations Act.
This feature of s 90‑15(1) of the IPS has been the subject of some consideration. In In the matter of Hawden Property Group Pty Ltd (in liq) [2018] NSWSC 481, Gleeson JA observed that 'The ambit of s 90‑15 has not yet been fully considered in the authorities' (at [7]).
His Honour went on to observe that the power granted to the Court under s 90‑15 is wider than under s 479(3) and accommodates the determination of substantive rights, stating:
[8]In Walley, in the matter of Poles & Underground Pty Ltd (Admins Apptd) [2017] FCA 486 at [41], Gleeson J remarked that the question of whether to exercise the power in s 90‑15 was 'to be answered by reference to the principles applied to the exercise of the discretions previously contained in ss 479(3) and 511 of the Act'. That may be accepted insofar as the external administrator seeks the directions of the Court, but the power under s 90-15 to 'make such orders as it thinks fit in relation to the external administration of a company' (s 90-15(1)) including 'an order determining any question arising in the external administration of a company' (s 90-15(3)(a)), is wider and accommodates the determination of substantive rights. Of course, the Court would not do so without affording potentially affected parties an opportunity to be heard: Meadow Springs Fairway Resort Ltd (in liq) v Balanced Securities Ltd [2007] FCA 1443 at [49]-[51] (French J, referring to Australian Securities Commission v Melbourne Asset Management Nominees Pty Ltd (1994) 49 FCR 334 at 352 (Northrop J)); Re Willmott Forests Ltd (No 2) (2012) 88 ACSR 18; [2012] VSC 125 at [45]-[46] (Davies J); In the matter of ICS Real Estate Pty Ltd (in liq) [2014] NSWSC 479 at [25] (Brereton J).
For example, it has been held that s 90-15 provides the jurisdiction and power to make declarations: Ross v Manpak Holdings Pty Ltd, in the matter of Manpak Holdings Pty Ltd [2018] FCA 1548 at [9] (McKerracher J); In the matter of Polat Enterprises Pty Ltd (in liq) [2020] VSC 485 at [31] (Hetyey AsJ); and Joiner (Liquidator), in the matter of CuDeco Limited (Receivers and Managers Appointed) (in liq) [2020] FCA 1661 at [95]‑[97], [102] (Banks‑Smith J).
Whilst a court generally refrains from making directions relating to a liquidator's or administrator's business or commercial decisions, it may give directions relating to issues such as a legal issue of substance or procedure, or an issue of power, propriety or reasonableness: In the matter of Ansett Australia Limited and Korda [2002] FCA 90; (2002) 115 FCR 409 at [65] (Goldberg J) (the reference to 'procedure' is of particular relevance to the present case).
This power to give directions to an administrator now falls within the purview of the statutory power in s 90-15: Reidy, in the matter of eChoice Limited (Administrators Appointed) [2017] FCA 1582 at [27] (Yates J); El-Saafin v Franek (No 2) [2018] VSC 683 at [110] (Lyons J); and Strawbridge, in the matter of Virgin Australia Holdings Ltd (administrators appointed) (No 6) at [26].
Although the power conferred by s 90‑15 is broader than that conferred by its predecessor provisions, courts have been guided by the matters relevant to the exercise of the predecessor provisions: Walley, in the matter of Poles & Underground Pty Ltd (Administrators Appointed) [2017] FCA 486 at [41] (Gleeson J). These matters include that the power should be exercised where it is just and beneficial to do so: Deputy Commissioner of Taxation, in the matter of ACN 154 520 199 Pty Ltd (in liq) v ACN 154 520 199 Pty Ltd (in liq) [2017] FCA 444 at [64] (Gleeson J).
Application in this case
The proposed use of the Halo Platform in the administration process involves matters of procedure, which is an appropriate subject matter on which directions may be given by the Court under s 90-15 of the IPS: Strawbridge, in the matter of Virgin Australia Holdings Ltd (administrators appointed) (No 6) at [28].
I accept that there are likely to be many creditors in this administration. So much can be anticipated having regard to the scope of the Business, the nature of the Active Projects and the number of Leases, as summarised above. As at 9 December 2022, there were some 850 individual creditors with claims already registered on the Halo Platform, and some 172 proofs of debt had been lodged. The Halo Platform webpage contains instructions as to how to register, and includes information as to privacy, setting up a user account with password, making a claim, submitting a proof and other communications. It also refers to a dedicated 'Halo Help' support team. I accept that use of such a platform is a practical and efficient way of managing a process where there are likely to be many more creditors than those already registered. The process is also said to be secure.
I also accept that the proof of debt process will be efficiently facilitated though use of the Halo Platform. The process anticipated by the Administrators is that once a proof of debt has been lodged on the Halo Platform, it will be adjudicated for voting purposes at the meetings of creditors in the usual way.
I take into account Mr Orr's evidence that the Halo Platform includes a built-in analytical process to avoid duplications of claims. I also note that the practical operation of the Halo Platform results in control over the alteration of votes: once lodged, proofs of debts cannot be altered other than with the consent of the Administrators. I accept that the operation of the Halo Platform in this manner streamlines the approach to the proofing process and avoids the burden of the Administrators being compelled to re-review proofs, proxies and votes after they have already been considered.
I take into account Mr Orr's evidence that, based on his experience, there will be a significant costs saving in using the Halo Platform rather than traditional and sometimes cumbersome forms of communications with such a large body of creditors.
Creditors will also have liberty to apply to the Court to discharge or set aside the orders.
I also note for completeness that the Administrators by their written submissions state that:
… although the orders prescribe a process to give stakeholders certainty, the Administrators will continue to work cooperatively and in a common sense way with any creditor or potential creditor, as and when the need arises, to ensure that the lodgement of proofs, ruling on proofs and voting at meetings is conducted in an orderly way.
For those reasons I consider it just and beneficial to make the orders sought by the Administrators with respect to the use of the Halo Platform.
Committee of Inspection
The Administrators seek orders that in place of the ordinary procedure by which the creditors vote at the first meeting on the formation of a committee of inspection and its members, a regime to the following effect be established:
(a)a single committee of inspection for all of the Clough Companies be formed;
(b)members of the committee of inspection be selected, in the first instance, by the Administrators from nominations made in advance of or at the First Meetings;
(c)shortly after the First Meetings, a proposal (in accordance with s 75-40 of the IPS and s 75-130 of the IPR, as modified in the manner set out in (d) and (e) below) be put to the creditors by notice sent by the Administrators (and without requiring a further meeting to be held) permitting the creditors to vote 'yes' or 'no' on the whole composition of the committee proposed by the Administrators (that is, a single vote rather than separate votes on each proposed committee member) (Proposal);
(d)the creditors not be permitted to object to the Proposal being determined without a meeting of creditors (as is otherwise provided for by s 75-40(2)(d)(ii) of the IPS);
(e)the time for creditors to respond to notice of the Proposal, as provided for by s 75-130(3) of the IPR, is abridged to five business days; and
(f)if the Proposal:
(i)is passed by the creditors in accordance with s 75-130 of the IPR, then the members of the committee of inspection will be those as selected by the Administrators and referred to in the Proposal; and
(ii)is not passed by the creditors in accordance with s 75-130 of the IPR, then the Administrators will consider approaching the Court or convening another meeting of the creditors to clarify who are to be the members of the committee.
Such a regime was propounded and endorsed in Strawbridge, in the matter of Virgin Australia Holdings Ltd (No 1) at [33]‑[36].
The rationale for this regime, as supported by the evidence of Mr Orr, is that ordinarily for administrations as large-scale and complex as those of the Clough Companies, it would be appropriate and prudent for a committee of inspection to be formed at the first meeting and creditors in an administration of this nature would ordinarily resolve to appoint a committee of inspection. Mr Orr says that the orders are sought as a result of challenges arising in relation to conducting the First Meetings given the significant number of creditors and due to the size of the group, the number of employees and the diverse geographical locations of the Business, including its employees and creditors. Mr Orr considers that it is reasonable and appropriate for a practical alternative to be developed to permit creditors nevertheless to be involved in selecting the members of the committee of inspection.
The Court has the power under s 90-15 of the IPS to make orders giving effect to the proposed regime: Strawbridge, in the matter of Virgin Australia Holdings Ltd (No 1) at [35].
In the circumstances, I accept Mr Orr's rationale and accept the submissions of the Administrators that the proposal for the formation of the committee of inspection is a practical and efficient manner in which to proceed. The best interests of the creditors favour the appointment of a committee of inspection. Whilst the Administrators will in the first instance select the proposed members of the committee of inspection, creditors may apply to the Court to vary or discharge the orders and so have further input into the selection of committee members.
In addition, and as was the position in Strawbridge, in the matter of Virgin Australia Holdings Ltd (No 1) at [39], orders will be made permitting meetings of the committee to be held by video-link (rather than in person). Meetings may be convened utilising the Halo Platform.
Confidentiality orders
The Administrators seeks suppression orders under s 37AF of the Federal Court of Australia Act 1976 (Cth) on the ground set out in s 37AG(1)(a) to the effect that the order is necessary to prevent prejudice to the proper administration of justice that may occur by the disclosure of confidential material.
The orders are sought in respect of the Second Orr Affidavit (which relevantly identifies parties to the Works Continuation Agreements) and Exhibit DMO-1C (copies of the Works Continuation Agreements), on the basis that they contain material that is confidential and commercially sensitive to the Clough Companies. Mr Orr says that this material is not presently in the public domain, and is not otherwise publicly available. The commercial terms of each of the Works Continuation Agreements are bespoke to the relevant project and confidential as between the Clough Companies and the principals of other Active Projects.
Mr Orr is of the view that public disclosure of the affidavit and exhibit could result in prejudice being suffered by the Clough Companies in respect of the executed Works Continuation Agreements and also the Administrators' ongoing ability to negotiate the terms of any future Works Continuation Agreements.
I accept that at this stage in the administrations it is important that the Administrators be in a position to preserve the confidentiality of commercially sensitive information that comes to light as part of their negotiations, and that it is in the interest of the creditors that such position be maintained. Otherwise such negotiations and the ability to continue with the Active Projects may be compromised.
I consider it is in the interests of the proper administration of justice that the confidentiality orders be made, pending further order.
Ancillary orders
There will be orders addressing notice of these orders and preserving liberty to apply to interested parties. I also consider it appropriate that the costs of the application be costs in the administration of the Clough Companies, jointly and severally.
Orders
There will be orders accordingly.

I certify that the preceding one hundred and eight (108) numbered paragraphs are a true copy of the Reasons for Judgment of the Honourable Justice Banks-Smith.
Associate:
Dated: 13 December 2022
SCHEDULE OF PARTIES

WAD 256 of 2022

Plaintiffs

Second Plaintiff:

MURRAY & ROBERTS PTY LTD (ADMINISTRATORS APPOINTED) (ACN 105 617 865)

Third Plaintiff:

CLOUGH LIMITED (ADMINISTRATORS APPOINTED) (ACN 008 678 813)

Fourth Plaintiff:

CLOUGH OPERATIONS PTY LTD (ADMINISTRATORS APPOINTED) (ACN 109 444 279)

Fifth Plaintiff:

CLOUGH OVERSEAS PTY LTD (ADMINISTRATORS APPOINTED) (ACN 067 272 182)

Sixth Plaintiff:

CLOUGH SEAM GAS PTY LTD (ADMINISTRATORS APPOINTED) (ACN 139 610 656)

Seventh Plaintiff:

CLOUGH ENGINEERING & INTEGRATED SOLUTIONS (CEIS) PTY LTD (ADMINISTRATORS APPOINTED) (ACN 097 480 736)

Eighth Plaintiff:

E20 PTY LTD (ADMINISTRATORS APPOINTED) (ACN 125 234 924)

Ninth Plaintiff:

SHARP RESOURCES PTY LTD (ADMINISTRATORS APPOINTED) (ACN 166 613 127)

Tenth Plaintiff:

CLOUGH PROJECTS PTY LTD (ADMINISTRATORS APPOINTED) (ACN 109 444 831)

Eleventh Plaintiff:

CLOUGH ENGINEERING PTY LTD (ADMINISTRATORS APPOINTED) (ACN 009 093 869)

Twelfth Plaintiff:

CLOUGH PROJECTS INTERNATIONAL PTY LTD (ADMINISTRATORS APPOINTED) (ACN 109 444 902)

Thirteenth Plaintiff:

CLOUGH PROJECTS AUSTRALIA PTY LTD (ADMINISTRATORS APPOINTED) (ACN 109 444 215)

File number:	WAD 256 of 2022
Judgment of:	BANKS-SMITH J
Date of judgment:	13 December 2022
Catchwords:	CORPORATIONS - administration of Clough group of companies - application for limitation of personal liability of administrators with respect to specified classes of agreements of the companies under administration - modification of operation of s 443A under s 447A of the Corporations Act 2001 (Cth) and s 90-15 of the Insolvency Practice Schedule (Corporations) - where large and complex administration involving engineering and construction group of companies - where agreements with third parties necessary so that group may continue to operate during administration pending restructure and sale process - where administrators not willing to incur personal liability for repayment of debts or satisfaction of liabilities arising under agreements - where administrators propose to enter into new agreements with third parties with express limited recourse terms - application granted CORPORATIONS - application under s 447A of the Corporations Act 2001 (Cth) for extension of the usual five business day period under s 443B(2) for administrators to give notice to lessors of property - principles governing the power to extend time under s 447A and the power to exclude liability under s 443B(8) - where significant number of lease interests with numerous counterparties - best interests of the creditors - personal liability of administrators under s 443A(1)(c) and s 443B(2) of the Corporations Act 2001 (Cth) - whether personal liability of administrators with respect to leases should be excluded until extended date - application for extension of time and exclusion of personal liability granted CORPORATIONS - application under s 90-15 of the Insolvency Practice Schedule (Corporations) for modifications as to mechanism for voting, proofs of debt and communications with creditors - whether administrators justified in requiring creditors to register on certain software known as Halo Platform - whether administrators justified in adjudicating on the claims of creditors for voting purposes based on the material provided in the company's books and records or available to the administrators through Halo Platform - directions made CORPORATIONS - application under s 447A of the Corporations Act 2001 (Cth) and s 90-15 of the Insolvency Practice Schedule (Corporations) for modifications as to committee of inspection - where formation of a single committee of inspection proposed - members of the committee of inspection to be selected by administrators from nominations made in advance of or at the first meeting of creditors - meetings of the committee of inspection to be held by video-link - meetings to be convened by use of Halo Platform - directions made CORPORATIONS - application under s 37AF of the Federal Court of Australia Act 1976 (Cth) for suppression orders to protect confidentiality of agreements negotiated by the administrators - orders made
Legislation:	Corporations Act 2001 (Cth) ss 435A, 436A, 436DA, 443A, 443B, 443D, 447A, 479, 511, Part 5.3A, Schedule 2 (Insolvency Practice Schedule (Corporations)) ss 1-1, 90‑15 Federal Court of Australia Act 1976 (Cth) ss 37AF, 37AG Insolvency Practice Rules (Corporations) 2016 (Cth) Division 75
Cases cited:	Algeri, in the matter of WBHO Australia Pty Ltd (Administrators Appointed) [2022] FCA 169 Bumbak (Administrator), in the matter of Duro Felguera Australia Pty Limited (Administrators Appointed) [2020] FCA 422 Currie, in the matter of The Country Wellness Group [2018] FCA 1455 Deputy Commissioner of Taxation, in the matter of ACN 154 520 199 Pty Ltd (in liq) v ACN 154 520 199 Pty Ltd (in liq) [2017] FCA 444 El-Saafin v Franek (No 2) [2018] VSC 683 Hill, in the matter of Autocare Services Pty Ltd (administrators appointed) [2021] FCA 167 In the matter of Ansett Australia Limited and Korda [2002] FCA 90; (2002) 115 FCR 409 In the Matter of Mothercare Australia Ltd (Administrators Appointed) [2013] NSWSC 263 Joiner (Liquidator), in the matter of CuDeco Limited (Receivers and Managers Appointed) (in liq) [2020] FCA 1661 Nipps (Administrator) v Remagen Lend ADA Pty Ltd, in the matter of Adaman Resources Pty Ltd (Administrators Appointed) (No 4) [2021] FCA 644 Re Hawden Property Group Pty Ltd (in liq) [2018] NSWSC 481 Re Polat Enterprises Pty Ltd (in liq) [2020] VSC 485 Re Unlockd Limited (Administrators Appointed) [2018] VSC 345 Reidy, in the Matter of eChoice Limited (Administrators Appointed) [2017] FCA 1582 Ross v Manpak Holdings Pty Ltd, in the matter of Manpak Holdings Pty Ltd [2018] FCA 1548 Silvia v Fea Carbon Pty Ltd (ACN 009 505 195) (Administrators Appointed) (Receivers and Managers Appointed) [2010] FCA 515; (2010) 185 FCR 301 Strawbridge (Administrator), in the matter of CBCH Group Pty Ltd (Administrators Appointed) (No 2) [2020] FCA 472 Strawbridge, in the matter of Virgin Australia Holdings Ltd (administrators appointed) [2020] FCA 571 Strawbridge, in the matter of Virgin Australia Holdings Ltd (administrators appointed) (No 2) [2020] FCA 717 Strawbridge, in the matter of Virgin Australia Holdings Ltd (administrators appointed) (No 6) [2020] FCA 1172 Walley, in the matter of Poles & Underground Pty Ltd (Administrators Appointed) [2017] FCA 486
Division:	General Division
Registry:	Western Australia
National Practice Area:	Commercial and Corporations
Sub-area:	Corporations and Corporate Insolvency
Number of paragraphs:	108
Date of hearing:	13 December 2022
Counsel for the Plaintiffs:	Ms JK Taylor SC with Mr PR Edgar
Solicitor for the Plaintiffs:	King & Wood Mallesons

WAD 256 of 2022
IN THE MATTER OF MURRAY & ROBERTS PTY LTD (ADMINISTRATORS APPOINTED) (ACN 105 617 865)
SALVATORE ALGERI, JASON TRACY, GLEN KANEVSKY AND DAVID ORR IN THEIR CAPACITIES AS JOINT AND SEVERAL ADMINISTRATORS OF THE SECOND TO THIRTEENTH PLAINTIFFS NAMED IN THE SCHEDULE First Plaintiff (and others named in the Schedule)
ORDER MADE BY:	BANKS-SMITH J
DATE OF ORDER:	13 DECEMBER 2022

Project	Jurisdiction	Joint Venturer
Transgrid - Project Energy Connect	NSW	Green Light Contractors Pty Ltd (ACN 168 435 658)
Snowy Hydro 2.0	NSW	WeBuild S.p.A. (WeBuild)
ARTC - Inland Rail - EIS Phase	QLD	GS Engineering & Construction Australia Pty Ltd WeBuild
Department of Defence - Lombrum Naval Base Upgrade	PNG	No
Main Roads WA - Stephenson Avenue Upgrade	WA	Acciona Construction Australia Pty Ltd (consortium) WSP Australia Pty Ltd
Energy Australia - Tallawarra Net Zero Power Station	NSW	No
MEPAU - Waitsia Domestic Gas	WA	No
Clough AMEC JV - Bayu Undan	WA	Wood Group
STL Bundaberg - e2o 50974 & 50975	QLD	No
Lihir Shutdowns Services	PNG	No
Perdaman - Project Destiny - 45826	WA	Saipam S.p.A.
ARTC - Inland Rail Early Works - 45641	QLD	WeBuild
ARTC - Inland Rail D&C - 45641	QLD	WeBuild
NT Gov - Darwin Ship Lift and Marine Industries D&C - 41213	NT	BMD
BMP Nickel West - Mount Keith Debottlenecking SMPE&I - 50036	WA	N/A
Water Corporation WA - Woodman Point Sludge Treatment Facility - 50621	WA	Jacobs
Sydney Water - Compliance Upgrades at Rouse Hill - D&C - 50722	NSW	Fulton Hogan

WAD 256 of 2022
Plaintiffs
Second Plaintiff:	MURRAY & ROBERTS PTY LTD (ADMINISTRATORS APPOINTED) (ACN 105 617 865)
Third Plaintiff:	CLOUGH LIMITED (ADMINISTRATORS APPOINTED) (ACN 008 678 813)
Fourth Plaintiff:	CLOUGH OPERATIONS PTY LTD (ADMINISTRATORS APPOINTED) (ACN 109 444 279)
Fifth Plaintiff:	CLOUGH OVERSEAS PTY LTD (ADMINISTRATORS APPOINTED) (ACN 067 272 182)
Sixth Plaintiff:	CLOUGH SEAM GAS PTY LTD (ADMINISTRATORS APPOINTED) (ACN 139 610 656)
Seventh Plaintiff:	CLOUGH ENGINEERING & INTEGRATED SOLUTIONS (CEIS) PTY LTD (ADMINISTRATORS APPOINTED) (ACN 097 480 736)
Eighth Plaintiff:	E20 PTY LTD (ADMINISTRATORS APPOINTED) (ACN 125 234 924)
Ninth Plaintiff:	SHARP RESOURCES PTY LTD (ADMINISTRATORS APPOINTED) (ACN 166 613 127)
Tenth Plaintiff:	CLOUGH PROJECTS PTY LTD (ADMINISTRATORS APPOINTED) (ACN 109 444 831)
Eleventh Plaintiff:	CLOUGH ENGINEERING PTY LTD (ADMINISTRATORS APPOINTED) (ACN 009 093 869)
Twelfth Plaintiff:	CLOUGH PROJECTS INTERNATIONAL PTY LTD (ADMINISTRATORS APPOINTED) (ACN 109 444 902)
Thirteenth Plaintiff:	CLOUGH PROJECTS AUSTRALIA PTY LTD (ADMINISTRATORS APPOINTED) (ACN 109 444 215)