First affidavit of Daniel Mathew Bryant - Arnold Bloch Leibler

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116 The covering letters stated that the Primary Meetings had been called urgently inresponse to a notice of breach of the head leases issued by the Receivers for nonpaymentof rent. The letter stated that the effect of termination of the head leaseswould be that Growers would lose all rights to their sub-leases and trees. The letteradvised that the explanatory memorandum would be posted on Primary's websiteshortly,117 The Notices of Meeting set out the following three resolutions which would be put toGrowers at the Primary Meetings:(a)Resolution 1: that the Constitution, Leases and Management Agreements forthe Gunns 2000 Project and Gunns 2001 Project be amended as set out inthe annexure to the Explanatory Memorandum;(b)Resolution 2: Subject to Resolution 3 being passed, that GPL be removed asRE of the Gunns 2000 Project and Gunns 2001 Prolect;(c)Resolution 3: Subject to Resolution 2 being passed, that Primary be appointedas RE of the Gunns 2000 Project and Gunns 2001 Project.(Primary Proposal)118 As set out in paragraph 116 above, the Explanatory Memorandum was not providedto Growers at the time of issuing the Notices of Meeting. The Notices of Meetingstated that "Resolutions 2 and 3 will be put to Growers provided that PrimarySecurities Ltd has not withdrawn, before the commencement of the meeting, itswritten consent to act as the replacement responsible entity for the Scheme".119 An Explanatory Memorandum relating to the Primary Proposal was posted on thePrimary website on 27 March 2013. An "lnterim Agency Agreement" and coveringletter were also posted on the website.120 Now produced and shown to me marked "DMB-18" are true copies of the ExplanatoryMemorandum, lnterim Agency Agreement and covering letter as posted on Primary'swebsite.121ABL also fonuarded to me a copy of an email received from Rob Garton Smith,Managing Director of Primary, dated 29 March 2013 which informed ABL and theReceivers' solicitors, Ashurst, that the Explanatory Memorandum and otherdocuments had been posted on Primary's website and requested the solicitors to26
eview the material and advise if they believed any statements were incorrect orrequired supplementing,122 Now produced and shown to me marked "DMB-í9' is a true copy of the email fromRob Garton Smith to ABL and Ashurst.123 On 4 April 2013, we received an email from Mr Flavell, one of the Growers who hadcalled the Primary Meetings, providing us with a copy of a letter to Growers andadvising us that he had emailed and posted the letter to Growers in the Gunns 2000Scheme and Gunns 2001 Scheme.124 Now produced and shown to me marked 'DMB-20" is a true copy of the email fromMr Flavell and attached letter to Growers.125 From our reading of the documents, it appeared to us that Primary's main impetus forcalling the meetings was to prevent and/or act upon any potential termination of theHead-Leases by the Receivers. As set out in paragraphs 56 to 57 above, this riskwas removed as a result of the Standstill Agreement.126 We also held a number of concerns with the Primary Proposal. On 5 April 2013, ABLwrote to Primary on our behalf setting out our concerns with the Primary Proposal andattaching a letter from GPL to Growers in the Gunns 2000 Scheme and Gunns 2001Scheme which we intended to send immediately to Growers.127 Now produced and shown to me marked "DMB-21' is a true copy of the letter fromABL to Primary dated 5 April 2013.128 At 8:42pm on 5 April 2013, I caused to be emailed to Growers in the Gunns 2000Scheme and Gunns 2001 Scheme for whom we have email addresses the letter thatwas attached to the ABL letter referred to above. A copy of the letter was also postedon our website at www.ppbadvisorv.com.129 On 9 April 2013, we were informed by Primary that a letter to Growers had beenuploaded onto Primary's website informing Growers that, as a result of our letter toGrowers in the Gunns 2000 Scheme and Gunns 2001 Scheme of 5 April 2013 andour email to all Growers of 5 April 2013 (as set out in paragraphs 126 to 128 above),the Primary Meetings would be adjourned for three weeks in order to consider andrespond to the matters raised in our correspondence. lt appears from the letter thatPrimary was still interested in replacing GPL as RE of the Gunns 2000 Scheme andGunns 2001 Scheme.27
Page 8 and 9: 25ln the 2000, 2001 and 2002 Gunns
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Page 18 and 19: (e)he had real doubt that there is
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Page 24 and 25: e less beneficial than the likely r
Page 28 and 29: 130 Now produced and shown to me ma
Page 30 and 31: (c)ln the Gunns 2008 Project, Growe
Page 32 and 33: (a)the Growers would need to immedi
Page 34 and 35: Project Documents which is referrab
Page 36 and 37: shown to me and marked "DMB-24" is
Page 38 and 39: SCHEDULE 1 - GUNNS WOODLOT SCHEMES1
Page 40: 22ASSOCTATED FOREST HOLDTNGS PROPRT

First affidavit of Daniel Mathew Bryant - Arnold Bloch Leibler

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