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<strong>IN</strong> <strong>THE</strong> SUPREME COURT <strong>OF</strong> VICTORIA AT MELBOURNE<br />

COMMERCIAL AND EQUITY DIVISION<br />

COMMERCIAL COURT<br />

scr 2012 s48s<br />

<strong>IN</strong> <strong>THE</strong> <strong>MATTER</strong> <strong>OF</strong> <strong>GUNNS</strong> <strong>PLANTATIONS</strong> <strong>LIMITED</strong> (<strong>IN</strong><br />

ADM<strong>IN</strong>ISTRATIONXRECEIVERS AND MANAçERS APPO<strong>IN</strong>TEDXACN 091 232 209) in<br />

its capacity as responsible entity of the managed investment schemes listed in schedule I<br />

DANIEL MAT<strong>THE</strong>W BRYANT,IAN MENZIES CARSON AND CRAIG DAVID CROSBIE<br />

(in their capacities as joint and several Voluntary Administrators of <strong>GUNNS</strong> <strong>PLANTATIONS</strong><br />

<strong>LIMITED</strong> (ADM<strong>IN</strong>ISTRATORS APPO<strong>IN</strong>TEDXRECEIVERS AND MANAGERS<br />

APPOTNTEDXACN 091 232 209))<br />

and<br />

First Plaintiffs<br />

<strong>GUNNS</strong> <strong>PLANTATIONS</strong> <strong>LIMITED</strong> (ADM<strong>IN</strong>ISTRATORS APPO<strong>IN</strong>TEDXRECEIVERS<br />

AND MANAGERS APPO<strong>IN</strong>TEDXACN 09f ?3.2209) in its capacity as responsible entity of<br />

the managed investment schemes listed in schedule I and ors as set out in schedule 2<br />

Second Plaintiff<br />

AFFIDAVIT <strong>OF</strong> PETER McKENZIE ANDERSON<br />

Date of document 28 November 2012<br />

Filed on behalf of Australian Executor Trustees Limited as trustee for the Australian Forest<br />

Plantations Trust (Receivers and Managers Appointed) and Wesley Vale Engineering Pty Ltd<br />

(Administrators Appointed)(Receivers and Managers Appointed) as trustee for the Australian Forest<br />

Plantations Trust Number 2 (Receivers and Managers Appointed)<br />

Prepared by<br />

M<strong>IN</strong>TER ELLISON<br />

Lawyers<br />

Rialto Towers<br />

525 Collins Street<br />

MELBOURNE VIC 3OOO<br />

Solicitors Code 8510<br />

DX2O4 MELBOURNE<br />

Telephone (03) 8608 2000<br />

Facsimile (03) 8608 1000<br />

Reference BRW 30-75901 58<br />

Brendon Watkins<br />

(brendon.watkins@minterellison. com)<br />

I, PETER McKENZIE ANDERSON of Level 8, 60 City Road, Southbank, Melbourne, in the State<br />

of Victoria, Certified Practising Accountant, make oath and say as follows<br />

0<br />

1 I am, together with Shaun Robert Fraser, the joint and several receiver and manager ol<br />

l\,1F, t025tô443 3 (W2007)<br />

CAITL<strong>IN</strong> PAIGE FANKHAUSER<br />

525 Collins Street, Molbourne<br />

An Legal Practitioner within the<br />

meaning of the Logal Profession Act 2004


2<br />

(a)<br />

Australian Executor Trustees Limited as trustee for the Australian Forest<br />

Plantations Trust (Receivers and Managers Appointed) (AFPT); and<br />

(b)<br />

Wesley Vale Engineering Pty Ltd (Administrators Appointed)(Receivers and<br />

Managers Appointed) (Wesley Vate) as trustee for the Australian Forest<br />

Plantations Trust Number 2 (Receivers and Managers Appointed) (AFPT2);<br />

2. I am authorised to make this affrdavit on behalf of Shaun Robert Fraser.<br />

3. Except where I otherwise indicate, I make this affidavit from my own knowledge.<br />

Purpose of Affïdavit<br />

4.<br />

I make this affrdavit in support of an Interlocutory Application by AFPT and AFPT2<br />

seeking leave of the Court pursuant to section 4408(2) of the Corporations Act 2001 (Cth)<br />

(Act) to take possession of the land identified in their Interlocutory Process dated 28<br />

November 2012, filed in this proceeding.<br />

5 I also make this affidavit on behalf of AFPT and AFPT2 as interested parties in the First<br />

and Second Plaintiffs application for orders, including:<br />

(a)<br />

an order that Part 5.34 of the Act will operate in relation to Gunns Plantations Ltd<br />

(Receivers & Managers Appointed) (Administrators Appointed) (GPL) and those<br />

Gunns Group Companies that lease property from a third party and sub-lease<br />

property to GPL for the purposes of the Gunns Woodlot Schemes or the Great<br />

Southern Schemes as if the period under s4438(2)(a) of the Act is "31 January<br />

2013 or the date of the meetings of the ueditors of the Gunns Group Companies<br />

to be convened under s439A, whichever is earlier"; and<br />

(b)<br />

an order that Part 5.34 of the Act will operate in relation to GPL as if s4438(3) of<br />

the Act provides that "by January 20I 3 or the date of the meetings of ueditors of<br />

the Gunns Group Companies to be convened under s439A of the Act, whichever is<br />

earlier, the Administrators may give to the owner or lessor a notice that specifies<br />

the property and states that the company does not propose to exercise rights in<br />

e<br />

relation to the property".<br />

CAITL<strong>IN</strong> PAIGE FANKHAUSEB<br />

525 Collins Street, Melbourne<br />

An A.ustralian Legal practitioner within the<br />

t, u-._1;,i ilg,.o¿l ! j*lp,g t p rof es s i o n Acr 2004


J<br />

6. AFPT and AFPT2 oppose the application insofar as it relates to the orders sought in respect<br />

of section 4438 of the Act as outlined in the paragraph above.<br />

7<br />

If granted, these orders would materially prejudice both the receivers and managers and<br />

secured creditors of AFPT and AFPT2. In particular:<br />

(a)<br />

our ability to discharge our duties as receivers and managers and pursue a timely<br />

sale of the land owned by AFPT and AFPT2 (AFPT Land) would be impeded;<br />

(b)<br />

AFPT and AFPT2 would be deprived of any income from their sole assets, and thc<br />

receivers and managers of AFPT and AFPT2 would be without funds to meet their<br />

own costs and expenses, including remuneration; and<br />

(c)<br />

it appears that no fire and regulatory compliance works may be carried out on the<br />

plantations on the AFPT Land to the extent those plantations are unrelated to any<br />

managed investment schemes during the period. This gives rise to serious<br />

concems for the receivers and managers of AFPT and AFPT2 as to potential<br />

personal liability if we are required to wait until the end of the convening period to<br />

take possession of the AFPT Land.<br />

I<br />

Further, it is likely that the orders, if granted, would be futile in circumstances where the<br />

head leases granted to Gunns Ltd (Administrators Appointed)(Receivers and Managers<br />

Appointed) (Gunns) over the AFPT Land have been terminated and there is no evidence<br />

that either the First Plaintifß, or the parties interested in replacing GPL as responsible<br />

entity of the relevant managed investment schemes, are willing to take the steps required to<br />

re-instate the head leases. In particular, ensuring pa¡rrnent of all outstanding amounts under<br />

the leases and guaranteeing payment going forward.<br />

Appointment<br />

9 Shaun Fraser and I were appointed as receivers and managers of AFPT and AFPT2 on 28<br />

September 20l2by ANZ Fiduciary Services Ltd.<br />

Now produced and shown to me marked rrPA-lrr is a true copy of the relevant Deeds of<br />

Appointment.<br />

CAITL<strong>IN</strong> PAIGE FANKHAUSER<br />

525 Collins Street, Melbourne<br />

An Australian Legal practitioner within the<br />

nnean ing olstherL:agahProfession Acl 2004


4<br />

10.<br />

I have practised as a chartered accountant since November 1995. I have been a partner in<br />

the firm McGrathNicol since its foundation in 2004 and became an offrcial liquidator in the<br />

same year.<br />

11.<br />

I have significant experience as a receiver and manager of entities conducting forestry and<br />

horticultural managed investments schemes, as well as associated land holding entities. In<br />

particular,I was appointed as joint and several receiver and manager of certain entities in<br />

the Rewards Group, as well as an associated entity, Ark Fund Limited.<br />

Background of AFPT and AFPT2<br />

t2 AFPT and AFPT2 are land trusts which were established by Gunns in2007 and 2008<br />

respectively for the purpose of ensuring that the Gunns Group had access to approximately<br />

10,000 net plantable hectares of land per annum in2007 and 2008 to develop as timber or<br />

pulpwood plantations.<br />

13 The trustee of AFPT is an independent corporate trustee entity, Australian Executor<br />

Trustees Ltd and the beneflrcial owners of AFPT are:<br />

(a) Gunns (approximately 30%);<br />

(b)<br />

Plantation Tropical Timbers Ltd (approximately 50%); and<br />

(c) PF Olsen TISA Pty Ltd (approximately 20%).<br />

14.<br />

Plantations Tropical Timbers Ltd and PF Olsen TISA Pty Ltd are entities unrelated to the<br />

Gunns Group.<br />

15.<br />

AFPT owns 16,963 hectares of land situated in Tasmania. All of the land owned by AFPT<br />

is mortgaged in favour of ANZ Fiduciary Services Ltd as security trustee of the Australian<br />

Forestry Plantations Security Trust.<br />

T6,<br />

The trustee of AFPT2, Welsey Vale, is an entity within the Gunns Group and the beneficial<br />

owner of AFPT2 is Gunns.<br />

t7<br />

AFPT2 owns 4,814 hectares of land situated in Tasmania. All of the land owned by<br />

AFPT2 is either mortgaged in favour of ANZ Fiduciary Services Ltd as security trustee of<br />

the<br />

Trust Number 2 Security Trust (ANZFS atf<br />

C<br />

N,f ti t02.s t6443 3 (w2007)<br />

525 Collins Street, Melbourne<br />

Practitioner within the<br />

of the<br />

Act 2004


5<br />

AFPT2ST), or is the subject of a general security agreement executed by Wesley Vale in<br />

favour of ANZFS atf AFPT2ST.<br />

Leasing Structure<br />

AFPT Head Leases<br />

18<br />

Wesley Vale, as the then trustee of AFPT, entered into the following eight head leases with<br />

Gunns:<br />

(a)<br />

lease dated l0 September 2007 and registered with the Tasmanian Land Titles<br />

Offrce as dealing number C825284, commencing 31 August2007 and ending on<br />

30 June 2022;<br />

(b)<br />

lease dated 31 August 2007 and registered with the Tasmanian Land Titles Office<br />

as dealing number CBl9l26, commencing 31 August2007 and ending on 30 June<br />

2022;<br />

(c)<br />

lease dated 15 June 2007 and registered with the Tasmanian Land Titles Offrce as<br />

dealing number C774383, commencing 15 June 2007 and ending on 30 June<br />

2022;<br />

(d)<br />

lease dated l2 July 2007 and registered with the Tasmanian Land Titles Office as<br />

dealing number C774380, commencing 12 July 2007 and ending on 30 June 2022;<br />

(e)<br />

lease dated 10 May 2007 and registered with the Tasmanian Land Titles Office as<br />

dealing number C797172, commencing 10 May 1997 and ending on 30 June<br />

2022;<br />

(Ð<br />

lease dated 29 ApriI2008 and registered with the Tasmanian Land Titles Offrce as<br />

dealing number Cl88816, commencing29 April2008 and ending on 30 June<br />

2022;<br />

(e)<br />

lease dated 26 June 2007 and registered with the Tasmanian Land Titles Offrce as<br />

dealing number C788335, commencing2í June2007 and ending on 30 June<br />

(-l<br />

2022; and<br />

CAITL<strong>IN</strong> PAIGE FANKHAUSER<br />

52S Collins Street, Melbourne<br />

An Alr.stralian Legal practitíoner witfrin tne<br />

ríìv*ärrrrì9.9,itf ì,ahppgl,F.l,Q|Fss¡ontctzoiai


6<br />

(h)<br />

lease dated 2 February 2007 and registered with the Tasmanian Land Titles Offrce<br />

as dealing number C771505, commencing 5 February 2007 and ending on 30 June<br />

2022,<br />

(collectively referred to as the AFPT Head Leases).<br />

I9<br />

The rent that is payable under the AFPT Head Leases totals approximately $4,827.716 per<br />

annum, and is payable quarterly in arrears on 31 March, 30 June, 30 September and 31<br />

December.<br />

20<br />

Save for the 2,231 hectares of land the subject of the leases referred to in paragraph 1 8 (a)<br />

and (b) above, Gunns then sub-leased the land to Gunns Plantations Ltd (Receivers and<br />

Managers Appointed)(Administrators Appointed) (GPL). Of the 14,732 hectares of AFPT<br />

land sub-leased to GPL, only 7,330.8 hectares has been planted with timber relating to<br />

managed investment schemes. The remaining land is either unencumbered by forestry<br />

plantations or is encumbered with plantations owned by Gunns, or an entity within the<br />

Gunns Group, or the Tamar Tree Farms Joint Venture.<br />

AFPT2 Head Leases<br />

2r.<br />

Wesley Vale, as trustee of AFPT2, has entered into the following five head leases with<br />

Gunns:<br />

(a)<br />

lease dated 25 June 2008 and registered with the Tasmanian Land Titles Offrce as<br />

dealing number C796081, commencing 25 June 2008 and ending on 30 June<br />

2030;<br />

(b)<br />

lease dated 25 June 2008 and registered with the Tasmanian Land Titles Offlrce as<br />

dealing number C796082, commencing 25 June 2008 and ending on 30 June<br />

2023;<br />

(c)<br />

lease dated 2l August 2009 andregistered with the Tasmanian Land Titles Office<br />

as dealing number C850855, commencing 21 September 2009 and ending on 30<br />

June 2023;<br />

CAITLII.J PAIGE FANKHAUSER<br />

525 Collins Street, Melbourne<br />

An Australian Legal Practitioner within the<br />

nreaning of the Legal Profession Act 2004<br />

tvtu t02"s t6443 3 (w2007)


7<br />

(d)<br />

lease dated 17 March 2009 and registered with the Tasmanian Land Titles Office<br />

as dealing number C903291, commencing 17 March 2009 and ending on 30 June<br />

2030; and<br />

(e)<br />

lease dated 17 March 2009 and registered with the Tasmanian Land Titles Office<br />

as dealing number C903292, commencing 17 March and 2009 ending on 30 June<br />

2023,<br />

(collectively referred to as the AFPT2 Head Leases).<br />

22.<br />

The rent that is payable under the AFPT2 Head Leases totals approximately $2,242,894 per<br />

annum, and is payable quarterly in arrears on 31 March, 30 June, 30 September and 31<br />

December.<br />

23<br />

The entire 4,814 hectares of land the subject of the AFPT2 Head Leases has been subleased<br />

to GPL by Gunns. Of that, only 2,792 hectares is encumbered by plantations<br />

relating to managed investment schemes. The remaining land is either unencumbered by<br />

forestry plantations or is encumbered with plantations owned by Gunns, or an entity within<br />

the Gunns Group, or the Tamar Tree Farms Joint Venture.<br />

The Plaintiffs' First Application for an Extension of the 4438 Period<br />

24. The First and Second Plaintifß made an application to this Honourable Court on 2 October<br />

2012 seeking orders in this proceeding, including that:<br />

(a)<br />

Part 5.34 of the Corporations Act 2001 (Cth) (Act) is to operate in relation to<br />

each of the Gunns Companies as if the period under saßBQ)@) of the Act<br />

provided in relation to each of the companies in the Gunns Group "that begins<br />

after 30 November 2012 or the date of the meetings of the creditors of the Gunns<br />

Group Companies to be convened under s439A, whichever is earlier"; and<br />

(b)<br />

Parl 5.34 of the Act is to operate in relation to each of the Gunns Companies as if<br />

s4438(3) of the Act provided in relation to each of the companies in the Gunns<br />

Group "by 30 November 2012 or the date of the meetings of creditors of the<br />

o<br />

Gunns Group Companies to be convened under s439A of the Act, whichever is<br />

earlier, the Administrators may give to the owner or lessor a notice that specifies<br />

CAITL<strong>IN</strong> PAIGE FANKHAUSER<br />

525 Gollins Street, Melbourne<br />

A n A usl ral i an. !.egela Fraotitione r with in th e<br />

mcraning of lhe Leç¡al Profession Acl2OQ4


8<br />

the property and states thqt the company does not propose to exercise rights in<br />

relation to the property" (Initiat Application).<br />

25. The receivers and managers of AFPT and AFPT2 were not served with any documents<br />

pertaining to that application, and were not otherwise aware of it until approximately mid-<br />

October 2012. As such, we were unable to object to the orders sought by the First and<br />

Second Plaintiffs in the Initial Application.<br />

Section 4l9A Notices Issued by Receivers and Managers of Gunns<br />

26.<br />

By notices pursuant to section 4194(3) of the Act dated 1 October 20t2, the receivers and<br />

managers of Gunns exercised their statutory right to give notice that they do not intend to<br />

exercise rights in relation to any of the properties the subject of the AFPT and AFPT2<br />

Head Leases, such that they were relieved from personal liability for rent pursuant to<br />

section 4I9A(4) of the Act.<br />

Now produced and shown to me marked I'PA-2'' are true copies of the s4194 notices<br />

issued by the receivers and managers of Gunns.<br />

Maintenance of AFPT Land<br />

27<br />

On 19 October 20I2,I wrote to the First Plaintiffs in their capacity as administrators of<br />

Gunns, informing them that the receivers and managers of Gunns had issued notices under<br />

section 4l9A of the Act, and asking them to confirm whether Gunns has or would continue<br />

to comply with its obligations under the AFPT and AFPT2 Head Leases.<br />

Now produced and shown to me marked rrPA-3" are true copies of my letters to the First<br />

Plaintiffs dated 19 October 2012.<br />

28. To date, no response to my letter dated 19 October 2012has been received.<br />

e<br />

29.<br />

I have read the Fourth Affrdavit of Daniel Bryant filed in this proceeding and understand<br />

that the First Plaintiffs have entered into maintenance agreements for various fire and<br />

regulatory compliance services with Gunns Forest Products Pty Ltd (Receivers and<br />

Managers Appointed)(Administrators Appointed) in respect of the managed investment<br />

scheme pranrations "#JBi,,iå'3tïJjÌtråi:ff<br />

An Austraiian Legal Practitioner within the<br />

meaning of the Legal Profession Act 2004<br />

ñlt.i t02st6443 3 (w2cr07)


9<br />

30.<br />

I am unaware of any steps taken by the First Plaintiffs to ensure that fire and regulatory<br />

compliance works are carried out in respect of plantations on the AFPT Land which are<br />

unrelated to the managed investment schemes.<br />

31. In the event these works are not carried out on plantations unrelated to managed investment<br />

schemes, and the receivers and managers of AFPT and AFPT2 are not able to take<br />

possession of the AFPT Land until 31 January 2012, we will be at risk of significant<br />

personal exposure on taking possession. In particular, if there is a fire or other<br />

environmental issue emanating from the AFPT Land before we are able to complete the<br />

requisite works. Absent these works being completed, I am also concerned about our<br />

ability to obtain insurance in relation to the AFPT Land.<br />

Termination of Head Leases<br />

32<br />

As at 30 September 2012, outstanding rent due under the AFPT and AFPT2 Head Leases<br />

totalled 51,206,929 and $560,3 03 respectively.<br />

JJ.<br />

Notices of default were issued to Gunns in relation to the AFPT and AFPT2 Head Leases<br />

on 17 October 2012 (Default Notices), by way of service on the First Plaintiffs and the<br />

receivers and managers of Gunns.<br />

Now produced and shown to me marked rrPA-4rr are true copies of the Default Notices and<br />

covering letters.<br />

34 On 19 October 20I2,I received two letters from the First Plaintiffs' lawyers, Arnold Bloch<br />

Leibler, acknowledging receipt of the Default Notices and noting that the property the<br />

subject of the leases is subject to section 4408 of the Act.<br />

Now produced and shown to me marked rrPA-s'r are true copies of the letters from Arnold<br />

Bloch Leibler dated 19 October 2012.<br />

C<br />

35 On24 October 2012,I received correspondence from Bryan Webster of Korda Mentha, in<br />

CAITL<strong>IN</strong> PAIGE FANKHAUSER<br />

525 Collins Street, Melboume<br />

A n Aust ralianrL,egab8rac{tioner within the<br />

rneaning of the Legal Profession Acl2O04<br />

his capacity as receiver and manager of the Gunns Group of Companies. The letters<br />

requested a standstill arrangement in relation to the AFPT and AFPT2 Head Leases<br />

respectively, to the extent that Gunns or 'Wesley Vale as trustee for the Tamar Tree Farm<br />

has a plantation interest located on the underlying land.


l0<br />

Now prodüced and shown to me marked rrPA-6rr is a true copy of the letter from Bryan<br />

'Webster dated 24 October 2012.<br />

36.<br />

On 30 October 2012,I wrote to the receivers and managers of Gunns informing them that I<br />

was unable to agree to the standstill arrangement proposed in their letters of 24 October<br />

2012 absent a concrete proposal for a sale and/or recapitalisation.<br />

Now produced and shown to me marked rrPA-7'r are true copies of my letters to the<br />

receivers and managers of Gunns dated 30 October 2012.<br />

37. On2l November 2012, AFPT and AFPT2 terminated the AFPT and AFPT2 Head Leases<br />

by serving formal notices on Gunns, the First Plaintiffs and the receiver and managers of<br />

the Gunns Group of Companies (Termination Notices).<br />

Now produced and shown to me marked rrPA-8rr are true copies of the Termination<br />

Notices.<br />

Potential Replacement Responsible Entity<br />

38. On 20 November 2012,I had a telephone conversation with Barry Wight and Michael<br />

Boudrie, both employees of the administrators. During the conversation, Mr Wight stated<br />

that:<br />

(a)<br />

Macquarie Group Limited (Macquarie) was the only credible party potentially<br />

interested in replacing GPL as responsible entity;<br />

(b)<br />

Macquarie was unlikely to take over as responsible entity of all of the Gunns<br />

schemes;<br />

(c)<br />

any proposal from Macquarie is likely to require landlords to agree to vary the<br />

terms of head leases so that rental is defened until the realisation of harvest<br />

proceeds at the end of the relevant managed investment scheme; and<br />

(d)<br />

the proposal may also seek a discount on the rent payable in addition to deferred<br />

payment.<br />

C<br />

ñltr f 025 l(,443 3 (W2007)


11<br />

39.<br />

On22 November 2012,I wrote to Gunns, care of the First Plaintiffs, informing them that<br />

any proposal containing some or all of the terms set out in paragraph 33 (c) and (d) above<br />

would be unacceptable to the secured creditors of AFpT and AFpT2.<br />

Now produced and shown to me marked rrPA-g'r are true copies of my letters to thc Filst<br />

Plaintiffs dated 22 November 2012.<br />

40<br />

4r.<br />

To date I have not received a response to my letter dated 22 November 2012.<br />

I have read the Fourth Affrdavit of Daniel Bryant filed in this proceeding and note that he<br />

has been informed by Mr Wight that the statement in my letter dated 22 November 2012<br />

regarding Macquarie being the only party potentially interested in replacing GPL as<br />

responsible entity is incorrect. I repeat my comments in paragraph 38 above and otherwise<br />

confirm that neither WA Blue Gum, nor any other entity, was mentioned as a potential<br />

replacement responsible entity during the conversation with Messers Wight and Boudrie on<br />

20 November 2012.<br />

42<br />

In light ofthe conversation referred to at paragraph 38 above, I have real doubt that there is<br />

a replacement responsible entity proposal in existence which could ever be acceptable to<br />

the receivers and managers of AFPT and AFPT2, bearing in mind that the AFPT and<br />

AFPT2 Head Leases have been terminated. In this regard, on27 November 2012,I<br />

requested that our solicitors, Minter Ellison, write to the First Plaintiffs' solicitors<br />

requesting further information about the proposals, or access to the confidential exhibits<br />

DMB-23 and DMB-24 to the Fourth Affidavit of Daniel Bryant.<br />

Now produced and shown to me marked 'rPA-10" is a true copy of the letter from Minter<br />

Ellison to Arnold Bloch Leibler dated 27 November 2012.<br />

43.<br />

I am informed by Brendon Watkins of Minter Ellison and believe that no response to that<br />

letter has been received at the time of swearing this affidavit.<br />

Sales Process / Receivers' Duties<br />

44.<br />

As receivers and managers, we have duties to realise secured assets in an expeditious<br />

e<br />

manner and otherwise act in the interests of our appointors. In the current circumstances,<br />

the properties comprising the AFPT Land are the only assets available to satisfli the debts<br />

owed to the secured creditors.<br />

CAITL<strong>IN</strong> PAIGE FANKHAUSER<br />

525 Collins Street, Melbourne<br />

An Australi6O hqgelPf6Êtßtgner within the<br />

meaning of the Legai Profession Acl2004


I2<br />

45 Accordingly, since our appointment as receivers and managers of AFPT and AFPT2, my<br />

staff have taken significant preparatory work to facilitate a sale of the AFPT Land,<br />

including:<br />

(a)<br />

setting up a data room with a third party service provider;<br />

(b)<br />

visiting Gunns and GPL's offices in Launceston to collate all information required<br />

to complete the relevant statutory disclosures in a sales process; and<br />

(c)<br />

engaging an independent third party valuer to prepare a current valuation of the<br />

AFPT Land.<br />

46<br />

Upon leave being granted to take possession of the AFPT Land pursuant to section<br />

440B(2Xb) of the Act, the receivers and managers will be in a position to commence a sale<br />

process in respect of the AFPT Land, without further delay.<br />

47.<br />

On taking possession of the AFPT Land, the receivers and managers also have statutory<br />

duties in relation to fire and regulatory compliance works. If those works have not been<br />

carried out over the summer months, in respect of the entirety of the AFPT Land, prior to<br />

us taking possession, this could give rise to a serious risk of personal liability. It may also<br />

make it impossible to obtain insurance, or otherwise significantly impact on the insurance<br />

premium.<br />

48<br />

Finally, we are without income to meet fees and expenses incurred in the receiverships,<br />

including our own remuneration, until a sale of the AFPT Land is effected. This position is<br />

exacerbated if the moratorium is to continue without payment of rent.<br />

SWORN at Melbourne<br />

by PETER MCKENZIE ANDERSON<br />

on 28 November 2012<br />

)<br />

)<br />

)<br />

before me<br />

Q<br />

CAITL<strong>IN</strong> PAIGE FANKHAUSER "V<br />

525 Collins Street, Melbourne<br />

An Australian Legal Practitioner within the<br />

meaning of the Legal Profession Act 2004<br />

Nlt-. to2_5 t6443 3 (W2l)07)


Schedule I - Managed Investment Schemes 13<br />

1.<br />

2.<br />

J.<br />

4.<br />

5.<br />

6.<br />

7.<br />

8.<br />

9.<br />

10.<br />

11.<br />

t2.<br />

13.<br />

14.<br />

15.<br />

t6.<br />

17.<br />

18.<br />

t9.<br />

20.<br />

21.<br />

Gunns Plantations V/oodlot Project 2000 ARSN 092 354 535<br />

Gunns Plantations Woodlot Project 2001 ARSN 094182279<br />

Gunns Plantations Woodlot Project 2002 ARSN 099 584 675<br />

Gunns Plantations Woodlot Project 2003 ARSN 104 213 710<br />

Gunns Plantations Woodlot Project 2004 ARSN 108 690 080<br />

Gunns Plantations Woodlot Project 2005 ARSN 113 092 854<br />

Gunns Plantations Limited Woodlot Project 2006 ARSN 118 534 106<br />

Gunns Plantations Limited V/oodlot Project 2008 ARSN 128 933 237<br />

Gunns Plantations Ltd Woodlot Project 2009 ARSN 135 490 292<br />

Gunns Plantations Winegrape Project ARSN 108 955 193<br />

Gunns Plantations V/inegrape Project ARSN lI4 0I1737<br />

Gunns Plantations Limited Winegrape Project ARSN 123 393 528<br />

Great Southem Plantations 1998 ARSN 092 780 204<br />

Great Southern Plantations 1999 ARSN 092 452 849<br />

Great Southern Plantations 2000 ARSN 085 669 361<br />

Great Southern Plantations 2001 ARSN 089 958 029<br />

Great Southern Plantations 2002 ARSN 095 343 963<br />

Great Southern Plantations 2003 ARSN 099 l3l 825<br />

Great Southern Plantations 2004 ARSN 107 811709<br />

Great Southern Plantations 2005 ARSN Il2 744 877<br />

Great Southem Plantations 2006 ARSN 112744 902<br />

e<br />

CAITL<strong>IN</strong> PAIGE FANKHAUSER<br />

525 Collins Street, Melbourne<br />

An Australian Legal Practitioner within the<br />

meaning of the Legal Profession Act 2004<br />

l\,1Ë t02-5 t6443 3 (W2007)


I4<br />

Schedule 2 - Companies in the Gunns Group<br />

r. <strong>GUNNS</strong> LTMTTED (ACN 009 478148)<br />

2. GI-rNNS NEW ZEALAND pTy LTD (ACN 069 051 378)<br />

3. KAURr TTMBER COMPANY LTD (ACN 004 085 714)<br />

4. <strong>GUNNS</strong> FOREST PRODUCTS pTy LTD (ACN 004 20S 904)<br />

s. SORTSDALE pTy LTD (ACN 054 548 97t)<br />

6. WESLEY VALE ENGTNEERTNG pTy LTD (ACN 006 955 563)<br />

7. NOR<strong>THE</strong>RN FOREST <strong>IN</strong>VESTMENTS pTy LTD (ACN 009 493 707)<br />

8. KVVIC PTY LTD (ACN 126 089 9s0)<br />

9. AUSPTNE LTMTTED (ACN 004289 730)<br />

10. S.E.A.S. <strong>PLANTATIONS</strong> pTy LTD (ACN 005 791 695)<br />

1 1. SOUTH EAST AFFORESTATION SERVICES PROPRIETARY <strong>LIMITED</strong> (ACN OO7<br />

898 2s9)<br />

t2. AUSPTNE PLANTATTONS pTy LTD (ACN 002327 808)<br />

13. TTMBERSALES PROPRTETARY LTMTTED (ACN 004 848 864)<br />

t4. SAPFOR TRADTNG PROPRIETARY LTMTTED (ACN 007 924 254)<br />

15. S.E.A.S. SAPFOR FORESTS PROPRTETARY LTMTTED (ACN 007 872120)<br />

16. GTP ALEXANDRA pTy LTD (ACN tzr 6s3 772)<br />

17. GTP HEYFTELD PTY LTD (ACN 000 041 814)<br />

18. GTP SOUTHWOOD prY LTD (ACN 081 613 710)<br />

19. <strong>GUNNS</strong> PROPzuETARY LrMrrED (ACN 09r 232209)<br />

20. <strong>GUNNS</strong> HOLDTNGS PTY LTD (ACN 009 s20 085)<br />

21. GTTNNS FTNANCE PTY LTD (ACN 091 861 700)<br />

22. ASSOCTATED FOREST HOLD<strong>IN</strong>GS PROPRIETARY <strong>LIMITED</strong> (ACN 004 352 078)<br />

23. TASMANTAN pULp & FOREST HOLD<strong>IN</strong>GS LTMITED (ACN 009 488 733)<br />

24. TBVTC PTY LTD (ACN 00416t782)<br />

a<br />

2s. EAST COAST PASTORAL CO PTY LTD (ACN 009 5r9 s28)<br />

CAITL<strong>IN</strong> PAIGE FANKHAUSEH<br />

525 Collins Street, Melbourne<br />

4'' fuOtrtdiaa:þg4[f ractitioner within the<br />

ir¡uarirng of the Legal profession Aci,2û04<br />

'il


15<br />

26. <strong>GUNNS</strong> CONSOLTDATED TNVESTMENTS pTy LTD (ACN r28 6t9 04s)<br />

27. TASMANTAN S<strong>OF</strong>TWOODS pTy LTD (ACN 009 501 736)<br />

28. S.E.A.S. ESTATES pTy LTD (ACN 007 923 97t)<br />

29. MANNA HOLD<strong>IN</strong>GS pry LTD (ACN 00S 008 197)<br />

30. AUSPTNE TREE FARMS pTy LTD (ACN 100 307 373)<br />

31. TASPTNE pTy LTD (ACN OO9 477 730)<br />

32. S.E.A.S. SAPFOR <strong>IN</strong>VESTMENT SERVTCES PROPRTETARY LTMITED (ACN 008 164<br />

28e)<br />

33. S.E.A.S. SAPFOR HARVESTTNG PROPRTETARY <strong>LIMITED</strong> (ACN 007 5 rr 2tr)<br />

34. cTp CHrNA pTy LTD (ACN 093 919 4r4)<br />

3s. GTp SEYMOUR pTy LTD (ACN 091 6s2 sso)<br />

36. GTp HOLDTNGS pTy LTD (ACN 009 47S 063)<br />

(ALL ADM<strong>IN</strong>ISTRATORS APPO<strong>IN</strong>TED)<br />

CAITL<strong>IN</strong> PAIGE FANKHAUSER<br />

525 Collins Street, Melbourne<br />

An Australian Legal Practitioner within the<br />

meaning of the Legal Profession Act 2004<br />

ME-t02s16443 3 (W2007)

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