Dean-Willcocks, in the matter of Central Norseman Gold Corporation Limited (Administrator Appointed)
[2012] FCA 1369
•4 December 2012
FEDERAL COURT OF AUSTRALIA
Dean-Willcocks, in the matter of Central Norseman Gold Corporation Limited (Administrator Appointed) [2012] FCA 1369
Citation: Dean-Willcocks, in the matter of Central Norseman Gold Corporation Limited (Administrator Appointed) [2012] FCA 1369 Parties: RONALD JOHN DEAN-WILLCOCKS IN HIS CAPACITY AS VOLUNTARY ADMINISTRATOR OF CENTRAL NORSEMAN GOLD CORPORATION LIMITED (ADMINISTRATOR APPOINTED) and CENTRAL NORSEMAN GOLD CORPORATION LIMITED (ADMINISTRATOR APPOINTED) ACN 005 482 860 File number(s): NSD 1650 of 2012 Judge: JAGOT J Date of judgment: 4 December 2012 Legislation: Corporations Act 2001 (Cth) Date of hearing: 4 December 2012 Place: Sydney Division: GENERAL DIVISION Category: No catchwords Number of paragraphs: 5 Counsel for the Plaintiffs: Mr J White and Mr L Edwards Solicitor for the Plaintiffs: Bridges Lawyers
IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY
GENERAL DIVISION
NSD 1650 of 2012
IN THE MATTER OF CENTRAL NORSEMAN GOLD CORPORATION LIMITED (ADMINISTRATOR APPOINTED) ACN 005 482 860
RONALD JOHN DEAN-WILLCOCKS IN HIS CAPACITY AS VOLUNTARY ADMINISTRATOR OF CENTRAL NORSEMAN GOLD CORPORATION LIMITED (ADMINISTRATOR APPOINTED)
First PlaintiffCENTRAL NORSEMAN GOLD CORPORATION LIMITED (ADMINISTRATOR APPOINTED) ACN 005 482 860
Second Plaintiff
JUDGE:
JAGOT J
DATE OF ORDER:
4 DECEMBER 2012
WHERE MADE:
SYDNEY
THE COURT ORDERS THAT:
1.Pursuant to s 447A of the Corporations Act 2001 (the Act), Part 5.3A of the Act is to have effect in relation to the Second Plaintiff, Central Norseman Gold Corporation Limited (Administrator Appointed) as if the convening period referred to in s 439A of the Act were the period ending on 28 February 2013.
2.Pursuant to s 447A(1) of the Act, Part 5.3A of the Act is to have effect in relation to the Second Plaintiff such that the meeting of creditors required by s 439A of the Act may be held at any time during the period up to, or within 5 business days after 28 February 2013 notwithstanding the provisions of s 439(2) of the Act.
3.The costs of and incidental to this application are costs and expenses in the administration of, and are to be paid out of the assets of, the Second Plaintiff.
4.Liberty is granted to the First Plaintiff to apply to the Court for any further extension of the convening period referred to in Order 1 at any time prior to 28 February 2013
Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.
IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY
GENERAL DIVISION
NSD 1650 of 2012
IN THE MATTER OF CENTRAL NORSEMAN GOLD CORPORATION LIMITED (ADMINISTRATOR APPOINTED) ACN 005 482 860
RONALD JOHN DEAN-WILLCOCKS IN HIS CAPACITY AS VOLUNTARY ADMINISTRATOR OF CENTRAL NORSEMAN GOLD CORPORATION LIMITED (ADMINISTRATOR APPOINTED)
First PlaintiffCENTRAL NORSEMAN GOLD CORPORATION LIMITED (ADMINISTRATOR APPOINTED) ACN 005 482 860
Second Plaintiff
JUDGE:
JAGOT J
DATE:
4 DECEMBER 2012
PLACE:
SYDNEY
REASONS FOR JUDGMENT
This is a further application under s 447A of the Corporations Act 2001 (Cth) seeking an extension of time for the holding of the second meeting of creditors of the company which is subject to administration, Central Norseman Gold Corporation Limited (the company).
It is supported by two affidavits of Mr Dean-Willcocks, who is the voluntary administrator of the company. His first affidavit affirmed 25 October 2012 was read in support of the earlier application, and his further affidavit of 4 December 2012 provides an explanation for the making of the further application for an additional extension of time up to 28 February 2013. The further affidavit explains that on 26 October 2012 I made orders extending the convening period so that the second meeting of creditors would have to be held by 17 December 2012. However, in the circumstances set out in the affidavit of 4 December 2012, a further extension of time is sought to that initial extension.
The company has continued certain mining operations pursuant to an indemnity given by two of the secured creditors. The continuing operations have thus far resulted in substantial losses but those losses have been, and continue to be, covered by the indemnity from two secured creditors and, indeed, it is the position of those creditors that they wish the operations to continue so that they can consider trading results having regard to significant changes to the operations which have been put in place over recent months.
The further extension of time is sought essentially for the reasons set out in para 53 of Mr Dean-Willcocks’ further affidavit – namely, that if there is a liquidation, there is the real prospect that unsecured creditors may not receive any meaningful return, whereas there is currently the prospect of a potential deed of company arrangement which is being actively considered by one of the secured creditors, Tulla Resources Group Pty Limited (Tulla), which has also given the indemnity. For various reasons, further time is required for Tulla to determine whether and if so what nature of deed of company arrangement would be best in all of the circumstances. In order to enable that to occur, there was a further meeting of the committee of creditors of the company on 3 December 2012, which was attended by all of the members of that committee except one. At that meeting the committee unanimously resolved that Mr Dean-Willcocks make this further application to extend the convening period, the view being taken, I infer, that this would be in the best interests of creditors and likely to ultimately provide them with the best prospect of return.
In these circumstances, I am satisfied that it is in the best interests of creditors on the information currently available that the convening period be extended again. The period does not seem to me to be unreasonable having regard to the steps that still need to be taken as set out in Mr Dean-Willcocks’ affidavit and, accordingly, I will make orders 1 through to 4 in the short minutes of order which have been handed up in Court today.
I certify that the preceding five (5) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Jagot. Associate:
Dated: 6 December 2012
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