Strawbridge, in the matter of Australian Convenience Foods Group Pty Limited (Administrators Appointed) [2012] FCA 1173

FEDERAL COURT OF AUSTRALIA

Strawbridge, in the matter of Australian Convenience Foods Group Pty Limited (Administrators Appointed) [2012] FCA 1173 Citation: Strawbridge, in the matter of Australian Convenience Foods Group Pty Limited (Administrators Appointed) [2012] FCA 1173

Parties: VAUGHAN NEIL STRAWBRIDGE, JOHN LETHBRIDGE GREIG and DAVID JOHN FRANK LOMBE as ADMINISTRATORS OF AUSTRALIAN CONVENIENCE FOODS GROUP PTY LIMITED (ACN 098 539 416) (ADMINISTRATORS APPOINTED) and AUSTRALIAN CONVENIENCE FOODS GROUP PTY LIMITED (ACN 098 539 416) (ADMINISTRATORS APPOINTED)

File number: NSD 1366 of 2012

Judges: EMMETT J

Date of judgment: 12 September 2012

Legislation: Corporations Act 2001 (Cth) s 439A, 443A, 447(1)

Date of hearing: 12 September 2012

Place: Sydney

Division: GENERAL DIVISION

Category: No catchwords

Number of paragraphs: 24

Counsel for the applicants: SC Ipp

Solicitor for the applicants: Corrs Chambers Westgarth

IN THE FEDERAL COURT OF AUSTRALIA NEW SOUTH WALES DISTRICT REGISTRY GENERAL DIVISION NSD 1366 of 2012

IN THE MATTER OF AUSTRALIAN CONVENIENCE FOODS GROUP PTY LTD BETWEEN: VAUGHAN NEIL STRAWBRIDGE, JOHN LETHBRIDGE GREIG and DAVID JOHN FRANK LOMBE as ADMINISTRATORS OF AUSTRALIAN CONVENIENCE FOODS GROUP PTY LIMITED (ACN 098 539 416) (ADMINISTRATORS APPOINTED)

First Applicants

AUSTRALIAN CONVENIENCE FOODS GROUP PTY LIMITED (ACN 098 539 416) (ADMINISTRATORS APPOINTED)

Second Applicant

JUDGE: EMMETT J DATE OF ORDER: 12 SEPTEMBER 2012 WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. An order pursuant to s 439A(6) of the Corporations Act 2001 (Cth) (the Act) that the period within which the first applicants must convene the meeting of the second applicant under s 439A(5) of the Act be extended up to and including 14 December 2012. 2. An order pursuant to s 447(1) of the Act, that the meeting of the second applicant required under s 439A of the Act may be held at any time during, or within five business days after the end of, the convening period, as is extended by order 1 above, notwithstanding the provisions of s 439A(2) of the Act. 3. Orders pursuant to s 447A(1) of the Act that: (a) the liabilities of the first applicants, in their capacity as joint and several administrators of the second applicant, under the Invoice Discounting Agreement entered into between the second applicant and Scottish Pacific Business Finance Pty Ltd (Invoice Discounting Agreement), which is included in Exhibit "VNS-1" to the affidavit of Vaughan Neil Strawbridge sworn on 12 September 2012 (Exhibit), will be limited in the manner provided for, pursuant to the terms of the deed of indemnity with Scottish Pacific Business Finance Pty Limited dated 5 September 2012 (Deed of Indemnity), which is also included in the Exhibit; (b) the operation of s 443A(2) of the Act is modified, so far as it applies to the liability of the first applicants in their capacities as the joint and several administrators of the second applicant pursuant to the Invoice Discounting Agreement, so as to permit the liability of the first applicants to be limited in the manner provided for by the Deed of Indemnity; (c) the operation of s 443A(1) of the Act is modified, so far as it applies to the liability of the first applicants in their capacities as the joint and several administrators of the second applicant, pursuant to the Invoice Discounting Agreement, so that the first applicants will not be personally liable pursuant to ss 443A(1)(d) – (f) of the Act or otherwise, for, or in connection with, the loan provided pursuant to the Invoice Discounting Agreement (including repayment of the money borrowed, interest thereon and borrowing costs) otherwise than in accordance with the Deed of Indemnity. 4. Liberty to apply be granted to any person who can demonstrate sufficient interest to modify or discharge these orders upon appropriate notice being given to the first applicants. 5. The cost of this application be paid from the administration of the second applicant. 6. Exhibit VN3 be marked as a confidential exhibit and that it is not to be inspected without the leave of the Court. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011