FEDERAL COURT OF AUSTRALIA Reidy, in the matter of eChoice Limited (Administrators Appointed) [2017] FCA 1582 File number: NSD 2212 of 2017 Judge: YATES J Date of judgment: 14 December 2017 Catchwords: CORPORATIONS – application for directions relating to conduct of external administrators under s 90-15 of Sch 2 of the Corporations Act 2001 (Cth) – extension of second creditors meetings under s 439A(6) – application granted Legislation: Corporations Act 2001 (Cth) ss 436C, 437A, 447D, 90-15 of Sch 2 Cases cited: Cussen, in the matter of Zerren Pty Ltd (in liq) [2017] FCA 981 In the matter of Ansett Australia Ltd and Korda (No 3) [2002] FCA 90; (2002) 115 FCR 409 In the matter of Glengrant Civil Pty Limited (in liq) [2017] NSWSC 843 In the matter of Worthbrook Pty Limited [2017] NSWSC 1036 Killer, in the matter of North Coast Wood Panels Pty Ltd (administrators appointed) [2011] FCA 776 Mentha, in the matter of The Griffin Coal Mining Company Pty Ltd (administrators appointed) [2010] FCA 30 Date of hearing: 14 December 2017 Registry: New South Wales Division: General Division National Practice Area: Commercial and Corporations Sub-area: Corporations and Corporate Insolvency Category: Catchwords Number of paragraphs: 43 Counsel for the Plaintiffs: Mr S Golledge Solicitor for the Plaintiffs: Corrs Chambers Westgarth ORDERS NSD 2212 of 2017 IN THE MATTER OF ECHOICE LIMITED AND OTHER COMPANIES (ADMINISTRATORS APPOINTED) ACN 002 612 991 AND OTHERS GEOFFREY PHILIP REIDY AND ANDREW JAMES BARNDEN IN THEIR CAPACITY AS ADMINISTRATORS OF ECHOICE LIMITED (ADMINISTRATORS APPOINTED) ACN 002 612 991 AND OTHERS NAMED IN THE SCHEDULE First Plaintiff JUDGE: YATES J DATE OF ORDER: 14 DECEMBER 2017 THE COURT directs THAT: 1. Pursuant to s 90-15 of Sch 2 to the Corporations Act 2001 (Cth) (the Act), the first to fourteenth plaintiffs (the Administrators) would be justified in causing the fifteenth to twenty-eighth plaintiffs (the Companies) to enter into and perform the Asset Sale Agreement, a draft of which is Exhibit A (the draft Asset Sale Agreement), or an agreement in substantially the same form, in circumstances where: (a) the Administrators have not publicly advertised the assets for sale; (b) the period in which the assets have been offered for sale has been truncated; (c) the Companies' creditors will not have had an opportunity to vote on the transaction contemplated by the draft Asset Sale Agreement; and (d) the transaction contemplated by the draft Asset Sale Agreement is not proposed as part of a Deed of Company Arrangement, as described in the affidavit of Geoffrey Philip Reidy, sworn 13 December 2017. THE COURT ORDERS THAT: 2. Until further order, pursuant to s 37AF of the Federal Court of Australia Act 1976 (Cth) and on the ground that it is necessary to prevent prejudice to the proper administration of justice: (a) the affidavit of Geoffrey Philip Reidy, sworn 13 December 2017; (b) the affidavit of Peter Andronicos sworn 11 December 2017; (c) Exhibit GPR-1 ; (d) Exhibit PA-1; (e) Exhibit A ; and (f) Exhibit B, be kept confidential and not be disclosed to any person save: (g) the Companies; (h) the lawyers for the plaintiffs; and (i) the Administrators, including their staff. 3. Pursuant to s 439A(6) of the Act, the convening period for each of the Companies be extended to 29 March 2018. 4. Pursuant to s 447A of the Act, s 439A(2) of the Act is to operate in respect of each of the Companies so that the meeting required by s 439A of the Act may be held at any time during the convening period as extended by Order 3 or the 5 business days after the expiration of that period, notwithstanding the provisions of s 439A(2) of the Act. 5. The costs of the proceeding be paid as a cost of the administration of each of the Companies. 6. Leave be reserved to any person claiming to be interested, including any creditor of any of the Companies, to make an application to vary or discharge Orders 3 or 4 upon 48 hours' notice to the plaintiffs and the Court. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011. REASONS FOR JUDGMENT YATES J: Introduction 1 The first to fourteenth plaintiffs are the administrators (the Administrators) of the fifteenth to twenty-eighth plaintiffs (the companies in administration). They were appointed pursuant to s 436C of the Corporations Act 2001 (Cth) (the Act) by a secured creditor, Welas Pty Limited (Welas). On 24 November 2017, Welas had issued a notice of default and demand under a finance facility affecting the companies in administration (the finance facility). At the time of issuing the notice, Welas claimed that the companies in administration were indebted to it for an amount of $37,822,462.07. 2 The companies in administration are part of the eChoice group of companies (or the group). Other companies in the eChoice group of companies are referred to in these reasons as the Back Book Holders. 3 The eChoice group of companies carries on a mortgage broking business. The business can be divided into two broad parts: the Front Book and the Back Book. 4 The Front Book consists of a technology platform to manage all aspects of the mortgage broking business from lead generation to conversion, aggregation, settlement and administration. It also includes the group's brands and trade marks, and its human resources. 5 The Back Book concerns the Back Book Holders. The Back Book Holders are entitled to receive upfront commissions and periodic commissions under Lender Agreements in relation to successful applications by borrowers originated or introduced by the Back Book Holders under the Lender Agreements. The Back Book Holders are required to pay part of the commissions they receive under the Lender Agreements to other intermediaries. The Back Book is, therefore, a revenue stream available to the Back Book Holders, which consists of that part of the commissions retained by the Back Book Holders after payment of commissions to other intermediaries. The Back Book is not an asset of the companies in administration. However, the companies in administration do own assets that are used to manage and operate the Back Book. One of those assets is computer software known as FLEATS. 6 The Administrators seek a direction that they are justified in selling certain assets of the companies in administration, in certain circumstances. They also seek an extension of the convening period for the second meeting of creditors for each of the companies in administration. Unless extended, the current convening periods will expire on 27 December 2017. 7 The present applications are supported by the following affidavits: Geoffrey Philip Reidy, sworn 13 December 2017; and Peter Andronicos, sworn 11 December 2017. 8 Mr Reidy is one of the Administrators. Mr Andronicos is the Chief Executive Officer and a director of each company in the eChoice group of companies. Background 9 Welas entered into the finance facility with the fifteenth plaintiff, eChoice Ltd. The finance facility was guaranteed by the other companies in administration. Initially, the finance facility was for $60 million. This sum was subsequently restated to $58.4 million. The finance facility is represented by a number of transactional documents more fully described in paragraph 17 of Mr Reidy's affidavit. 10 Because of declining cash flows, the fifteenth plaintiff has been unable to make scheduled payments under the finance facility. It has been in default since July 2016. Mr Reidy has satisfied himself that default has occurred and that, as at 27 November 2017, the fifteenth plaintiff, and by reason of the guarantees given, the other companies in administration, were indebted to Welas for $37,936,981.00. Acting on advice, he has satisfied himself that the security claimed by Welas is enforceable. 11 Since as early as November 2012, the management of the eChoice group of companies has been attempting to find an investor to either recapitalise the group or to acquire its business. The various attempts are described in Mr Andronicos' affidavit. 12 On 29 November 2017, the Administrators received an offer to purchase certain assets of the group (essentially, the Front Book) pursuant to the terms of an Asset Sale Agreement (the ASA offer). The ASA offer was expressed to be open for acceptance until 11.59 pm on 13 December 2017. The acceptance period was extended by one day. The Administrators have made the commercial decision to accept the offer—hence the urgency of the application for the direction the Administrators seek. 13 In light of the making of the ASA offer, the Administrators carried out a marketing and sale campaign to test the market for alternative offers. Given the limited timeframe for acceptance of the ASA offer, the marketing of the assets was limited to parties who had expressed an unsolicited interest in them and parties identified by the directors of the fifteenth plaintiff as possible purchasers of the assets (predominantly shareholders). The Administrators engaged Tulloch Corporate Advisory Pty Ltd (Tulloch) to conduct the campaign. The managing director of Tulloch, Mr York, expressed the view—accepted by the Administrators—that advertising for offers was not practical in the circumstances; there would be insufficient time for parties, made aware of the opportunity through advertising, to participate in light of the timeframe for acceptance of the ASA offer. 14 The campaign conducted by Tulloch concluded on 8 December 2017. It involved discussions and correspondence with 31 parties (apart from the ASA offeror). No party other than the ASA offeror expressed an interest in the acquisition of the Front Book without also acquiring the Back Book. Two indicative offers for the acquisition of the entire business of the eChoice group of companies (including the Back Book) were received. However, these indicative offers were below the combined value of the consideration offered in the ASA offer and the residual value of the Back Book. 15 In this connection, the Administrators sought and obtained an indicative valuation of the Front Book and the Back Book. They also sought advice as to whether there was any premium in the eChoice group of companies being sold as a going concern (including the Front Book and the Back Book). The advice given was that there was no additional value or premium in the Front Book and the Back Book being sold together. 16 The Administrators' commercial decision to accept the ASA offer has been informed by the following considerations: the ASA offer offers a price for the Front Book which is above the indicative fair market valuation of those assets; in accordance with the advice received, selling the Front Book assets separately from the Back Book would not result in an additional value or premium being forgone; the ASA offer is unconditional and is made by a major financial institution, hence there is very little completion risk; no other interested party has expressed an interest in purchasing the Front Book alone; exploring alternative offers for the entirety of the eChoice group of companies' business beyond the steps already taken, will take some weeks and will not guarantee that an alternative offer will be made or that greater value will be received for the Front Book; delay will result in potentially significant diminution in the value of the Back Book as a result of "churn"; and the ASA offer provides for employment by the ASA offeror of 41 of the group's employees. 17 It is necessary to say something more about the significance of "churn". 18 The Back Book is an asset of the Back Book Holders, but as the brokers who generated the leads that created the Back Book are entitled to the payment of future commissions, they have a significant personal interest in the Back Book being properly managed by an entity with the appropriate management skills and financial capacity to do so. Mr Andronicos explained that if brokers are not comfortable with this, they may take steps to protect their revenue streams by seeking to persuade borrowers to take up new loans or refinance their loans through a mortgage broker other than eChoice. Mr Andronicos said that although broker agreements contain clauses stating that they must not "churn" a loan unless it is in the borrower's best interests, as a practical matter compliance with such a clause could be difficult to monitor and remedies may be difficult to enforce given that there are more than 400 brokers in the eChoice network. 19 Mr Andronicos said that the anxieties of brokers in respect of the security of future commission might be heightened if the companies in administration do not promptly provide a viable option for the future operation of the Back Book. He said that the only way that the value of the Front Book and Back Book can be preserved is to quickly finalise a transaction that gives sufficient comfort to brokers, lenders and employees that they have a financially stable future. He said that if there is delay in that process, each broker and employee group is likely to seek alternatives. This may quickly escalate to a stampede of brokers and staff leaving. Mr Andronicos said that the industry in which the eChoice group of companies operates is "very close" and that competitors are always seeking to secure new talent and revenue streams. 20 As I have noted, the Back Book is managed and operated with the assistance of software known as FLEATS. FLEATS is one of the key assets of the Front Book. The ASA offer provides for a transitional arrangement which will enable the Back Book Holders to continue to manage and operate the Back Book business for a maximum period of eight months using the assets to be acquired under the ASA offer (including FLEATS) until the Back Book Holders have either established and migrated the Back Book to an independent system or a purchaser for the Back Book has been identified through a sale process. Mr Reidy said that the transaction contemplated by the ASA offer will provide comfort to the Back Book Holders concerning the security of their income, which will reduce "churn" and, hence, the risk of diminution in value of the Back Book. 21 I should also record, in this connection, that Welas has encouraged the Administrators to progress the ASA offer. The application for directions 22 There is no doubt that s 437A(1)(c) of the Act permits an administrator to sell the assets of a company in administration. In the present case, acceptance of the ASA offer will mean that, by the time of the second meetings of creditors, essentially the whole of the assets of the companies in administration will have been sold. This will likely limit the type of arrangement that might otherwise have been available under a deed of company arrangement proposal, and the creditors will not have an opportunity to consider the sale transaction. The Administrators submitted that, although acceptance of the ASA offer will not render a deed of company arrangement impossible, it will certainly render it more unlikely. 23 Although satisfied of the commercial benefits of accepting the ASA offer, Mr Reidy has noted that: he has not publicly advertised the availability for sale of the assets of the companies in administration; the period within which the assets have been offered for sale has been truncated; the creditors will not have had an opportunity to vote on the transaction contemplated by the ASA offer; and the transaction will not be part of a deed of company arrangement proposal. 24 Mr Reidy said that, generally, it is his preference to conduct a public sales process and to conduct a longer marketing program. However, for the reasons explained in his affidavit, he is mindful of the risks posed with respect to a significant diminution in the value of the group's assets, with little prospect of achieving a greater return to creditors. 25 It is, therefore, the circumstances in which the ASA offer comes to be accepted that is of concern to the Administrators, and whether the propriety or reasonableness of their actions in accepting the ASA offer in those circumstances will be called into question. 26 Former s 447D(1) of the Act provided that an administrator of a company under administration may apply to the Court for directions about a matter arising in connection with the performance or exercise of any of the administrator's functions and powers. This provision has now been repealed. The Administrators submitted that a comparable facility is now to be found in s 90-15 of Sch 2 to the Act, which 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 administration. I am not aware of any case that has considered and explained the ambit of s 90-15, in particular whether it includes a similar facility to that provided by former s 447D(1). Certainly, some cases have pointed to that possibility without deciding the question: In the matter of Glengrant Civil Pty Limited (in liq) [2017] NSWSC 843 at [11]; In the matter of Worthbrook Pty Limited [2017] NSWSC 1036 at [14]; Cussen, in the matter of Zerren Pty Ltd (in liq) [2017] FCA 981 at [12]. 27 Uninstructed by authority, I would have thought that directions about a matter arising in connection with the performance or exercise of an administrator's functions or powers would fall within the purview of the statutory power to make an order that determines a question arising in the external administration of a company. I propose to proceed accordingly. In so doing, I will act on the principles which have guided the Court's jurisdiction under former s 447D(1), in particular Goldberg J's summation in In the matter of Ansett Australia Ltd and Korda (No 3) [2002] FCA 90; (2002) 115 FCR 409 (Re Ansett). 28 At [65] in that case, Goldberg J said: This review of the authorities satisfies me that the prevailing principle adopted by the courts, when asked by liquidators and administrators to give directions, is to refrain from doing so where the direction sought relates to the making and implementation of a business or commercial decision, either committed specifically to the liquidator or administrator or well within his or her discretion, in circumstances where there is no particular legal issue raised for consideration or attack on the propriety or reasonableness of the decision in respect of which the directions are sought. There must be something more than the making of a business or commercial decision before a court will give directions in relation to, or approving of, the decision. It may be a legal issue of substance or procedure, it may be an issue of power, propriety or reasonableness, but some issue of this nature is required to be raised. It is insufficient to attract an order giving directions that the liquidator or administrator has a feeling of apprehension or unease about the business decision made and wants reassurance. There must be some issue which arises in relation to the decision. A court should not give its imprimatur to a business decision simply to alleviate a liquidator's or administrator's unease. There must be an issue calling for the exercise of legal judgment. 29 His Honour continued at [66]: The administrators may be correct in their submission that there is no rule of law and no fixed principle that a consideration of commercial issues is precluded, as the jurisdiction of the Court to give directions under provisions such as s 447D and s 479(3) of the Act is discretionary. The exercise of that discretion will vary depending upon the nature and novelty of the matters and issues which are brought before the Court. From time to time, the Court is necessarily drawn into a consideration of commercial issues where there is a matter giving rise not only to the need to make a business or commercial decision, but also to issues of propriety, power, reasonableness of conduct, contested issues of legal principle or procedure or challenges to the decision made by the liquidator or administrator. Such a situation arose, for example in Re Codisco Pty Ltd (supra), Sanderson v Classic Car Insurances Pty Ltd (supra) and Re Addstone Pty Ltd (in liq) (supra). Nevertheless, there is the well-established principle to which I have referred, namely that a court will not give directions approving of a commercial or business decision made by a liquidator or administrator where the decision is within the power of the liquidator or administrator, and there is no challenge to it or other issue arising in relation to it such as propriety or reasonableness, or calling for the exercise of legal judgment. 30 In Killer, in the matter of North Coast Wood Panels Pty Ltd (Administrators Appointed) [2011] FCA 776, in circumstances very similar to the present case, Greenwood J was disposed to give directions under former s 447D(1). In that case, the administrators had decided to sell the business of the company in administration where the sale had been brought about within an extremely short period of time and where, as a consequence, the market had not been fully tested for the sale of the assets. The business was the only asset of the company. His Honour noted (at [47]) that the administrators were concerned to ensure that their conduct was "proper, justifiable, reasonable and prudential in the circumstances confronting them". After considering Re Ansett, Greenwood J concluded (at [58]): In these proceedings, a question arises about whether it is proper and reasonable in all the circumstances reflected in the matrix of fact deposed to by Mr Killer and accepted by the Court, to enter into, perform and settle the transaction for the sale of the business of the Company. That question is a "matter arising" for the purposes of s 447D which properly goes to the exercise of the discretion in order to provide protection to the administrators. I am satisfied having regard to the matters identified by the administrators that it is proper and reasonable to enter into and perform the transaction. 31 I accept that, in the present case, the Administrators are not merely seeking reassurance in relation to the commercial decision they have reached. Their decision to accept the ACA offer, in the circumstances facing them, raises at least the possibility of issues concerning the reasonableness and propriety of their actions in proceeding in that way. 32 Counsel for the Administrators submitted: The Administrators seek the protection [of a direction] because of the unusual circumstances in which the undoubted power to sell the assets of the companies comes to be exercised. The effect of the transaction will be to limit any real prospect of the business of the companies being continued as a going concern. Further it is a transaction which is to be undertaken without the administrators having undertaken what might be seen as a more usual sales and marketing campaign. These matters render the decision a matter in which it is reasonable for them to approach the Court and seek the protection of a [d]irection. Although the decision does involve an element of commercial judgment they do not ask the Court to approve or sanction their exercise of that judgment. That decision has been made by them. For the reasons given by Greenwood J in the North Coast Wood Panels decision the subject matter of the application is an appropriate one for the giving of a direction. 33 I accept that submission. 34 I also accept the submission that: There is no reason to doubt the soundness of the administrators approach to the proposed transaction. In the limited time available to them they have received and/or sought offers and expressions of interest for the assets of the companies. They have retained external experts to assist in managing that process and have as a result satisfied themselves that the [ACA offer] is the best that can be achieved. Further they have obtained valuation advice that the price to be obtained for the assets is above that which might reasonably be anticipated for the assets which are actually available for sale. They have explained the reasoning behind the exercise of their commercial judgment and that reveals no error of approach or principle. 35 In the circumstances, I propose to give an appropriate direction under s 90-15. The application to extend the convening periods 36 The Administrators seek an extension of the convening periods for the second meetings of creditors to 29 March 2018—a period of approximately three months. 37 The reasons advanced for that extension are: The dates on which the second meetings of creditors will be required to be held are between 18 December 2017 and 4 January 2018. During much of this period the Administrators' offices will be closed and the Administrators and their staff will be on leave. It is unlikely that many creditors and/or their advisers will be available to attend a meeting as a result of similar Christmas leave and office closures. For similar reasons, it may be difficult for interested parties to formulate any proposals for deeds of company arrangement which they might wish to propose at the second meetings of creditors. The time of the Administrators, their staff and advisers has been largely consumed by consideration of the ASA offer and the alternative marketing and sale process to which I have referred. The Administrators have not had an opportunity to conduct meaningful investigations into the affairs of the companies in administration. The proposed extension will allow for completion of the transaction contemplated by the ASA offer. Completion of the ASA offer will allow a much clearer picture to emerge of the companies in administration. 38 In their first report to creditors, and at the first creditors' meetings, the Administrators raised the fact that a three month extension of the convening periods for the second meetings would be sought. It seems that no objection was expressed by the unsecured creditors to any such extension. Further, Welas—the only secured creditor—has raised no objection. I note in this connection that the Administrators have provided their consent under s 440B of the Act to Welas enforcing its security interests at any time either during or after the relevant decision. Further, although acceptance of the ASA offer will see the employment of 41 employees transferred to the ASA offeror, the employment of three employees will not be transferred. Negotiations are currently on foot as to who will bear the liability for the entitlements of those employees. At the present time, it appears that the majority of their entitlements will be covered by the ASA offeror. Welas has agreed to advance funding to meet any outstanding employee entitlements after the offeror's contribution. Thus, from the perspective of all creditors, there does not appear to be any prejudice that would be occasioned by permitting the extensions that are sought. 39 The principles which inform the exercise of the discretion to grant an extension of a convening period have been discussed in a number of cases. Appropriately to the present case, McKerracher J stated in Mentha, in the matter of The Griffin Coal Mining Company Pty Ltd (administrators appointed) [2010] FCA 30 at [15]-[17]: The Court has jurisdiction to make the extension orders sought by reason of s 439A(6) ... In exercising that jurisdiction, the Court should have regard to, and balance, the interests of creditors in a speedy administration and the need to allow sufficient time to administrators to carry out their function properly and maximise the benefit to creditors through a proper administration: Re Diamond Press Australia Pty Ltd [2001] NSWSC 313 at [10], Re Austcorp Group Ltd [2009] FCA 636 at [18]. In order for the administrators to carry out their function properly, it is necessary that they should have sufficient time to investigate the affairs of the companies under administration and to provide sensible information and advice to the creditors: Hayes, in the matter of Estate Property Group Limited (Administrators Appointed) [2007] FCA 935 at [1]. … 40 In the present case, it is understandable that the attention of the Administrators has been focused on the ASA offer given the risk that, if the offer is not accepted, and some alternative does not materialise, the passage of time and the effect of "churning" could seriously diminish the prospect of a beneficial sale of the assets of the companies in administration. I accept that the consequence of this focus has been that the Administrators may not have had a full opportunity to conduct meaningful investigations into the affairs of the companies concerned. I accept that the need for the extensions sought is not due to delinquency on their part. 41 Although the periods sought are relatively lengthy, they do take into account the difficulties arising due to the Christmas/New Year period and the fact that, upon acceptance of the ACA offer, there will be a 10 week settlement. This means that settlement of the transaction is unlikely to occur until at least mid-February 2018. I accept that there is a benefit to creditors in having the second meetings postponed until after completion of the transaction so that the position of the companies in administration is more fully known. At that time it might be expected that the creditors will be in a better position to make decisions with the benefit of informed advice from the Administrators. 42 For these reasons, I propose to grant the extensions that are sought. Disposition 43 Orders, substantially as sought, will be made. I certify that the preceding forty-three (43) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Yates. Associate: Dated: 21 December 2017 SCHEDULE OF PARTIES NSD 2212 of 2017 Plaintiffs Second Plaintiff GEOFFREY PHILIP REIDY AND ANDREW JAMES BARNDEN IN THEIR CAPACITY AS ADMINISTRATORS OF XPLORE CAPITAL PTY LIMITED (ADMINISTRATORS APPOINTED) ACN 075 949 478 Third Plaintiff GEOFFREY PHILIP REIDY AND ANDREW JAMES BARNDEN IN THEIR CAPACITY AS ADMINISTRATORS OF EQUIPMENT LEASING SOLUTIONS PTY LIMITED (ADMINISTRATORS APPOINTED) ACN 129 323 351 Fourth Plaintiff GEOFFREY PHILIP REIDY AND ANDREW JAMES BARNDEN IN THEIR CAPACITY AS ADMINISTRATORS OF FOLIO FINANCIAL SERVICES PTY LIMITED (ADMINISTRATORS APPOINTED) ACN 078 713 345 Fifth Plaintiff GEOFFREY PHILIP REIDY AND ANDREW JAMES BARNDEN IN THEIR CAPACITY AS ADMINISTRATORS OF FOLIO LOAN SERVICES PTY LIMITED (ADMINISTRATORS APPOINTED) ACN 104 700 870 Sixth Plaintiff GEOFFREY PHILIP REIDY AND ANDREW JAMES BARNDEN IN THEIR CAPACITY AS ADMINISTRATORS OF FOLIO LOANS AUSTRALIA PTY LIMITED (ADMINISTRATORS APPOINTED) ACN 100 071 654 Seventh Plaintiff GEOFFREY PHILIP REIDY AND ANDREW JAMES BARNDEN IN THEIR CAPACITY AS ADMINISTRATORS OF FIRSTFOLIO CAPITAL MANAGEMENT PTY LIMITED (ADMINISTRATORS APPOINTED) ACN 125 150 101 Eighth Plaintiff GEOFFREY PHILIP REIDY AND ANDREW JAMES BARNDEN IN THEIR CAPACITY AS ADMINISTRATORS OF ECHOICE SERVICES PTY LIMITED (ADMINISTRATORS APPOINTED) ACN 093 078 356 Ninth Plaintiff GEOFFREY PHILIP REIDY AND ANDREW JAMES BARNDEN IN THEIR CAPACITY AS ADMINISTRATORS OF FOLIO LEASING PTY LIMITED (ADMINISTRATORS APPOINTED) ACN 101 633 738 Tenth Plaintiff GEOFFREY PHILIP REIDY AND ANDREW JAMES BARNDEN IN THEIR CAPACITY AS ADMINISTRATORS OF FOLIO WHOLESALE PTY LIMITED (ADMINISTRATORS APPOINTED) ACN 094 017 571 Eleventh Plaintiff GEOFFREY PHILIP REIDY AND ANDREW JAMES BARNDEN IN THEIR CAPACITY AS ADMINISTRATORS OF APTURA DEVELOPMENTS PTY LIMITED (ADMINISTRATORS APPOINTED) ACN 117 144 644 Twelfth Plaintiff GEOFFREY PHILIP REIDY AND ANDREW JAMES BARNDEN IN THEIR CAPACITY AS ADMINISTRATORS OF CLUB FINANCIAL SERVICES HOLDINGS PTY LIMITED (ADMINISTRATORS APPOINTED) ACN 108 411 909 Thirteenth Plaintiff GEOFFREY PHILIP REIDY AND ANDREW JAMES BARNDEN IN THEIR CAPACITY AS ADMINISTRATORS OF FOLIO FRANCHISING PTY LIMITED (ADMINISTRATORS APPOINTED) ACN 127 618 517 Fourteenth Plaintiff GEOFFREY PHILIP REIDY AND ANDREW JAMES BARNDEN IN THEIR CAPACITY AS ADMINISTRATORS OF FOLIO MORTGAGE & FINANCE PTY LIMITED (ADMINISTRATORS APPOINTED) ACN 120 208 415 Fifteenth Plaintiff ECHOICE LIMITED (ADMINISTRATORS APPOINTED) ACN 002 612 991 Sixteenth Plaintiff XPLORE CAPITAL PTY LIMITED (ADMINISTRATORS APPOINTED) ACN 075 949 478 Seventeenth Plaintiff EQUIPMENT LEASING SOLUTIONS PTY LIMITED (ADMINISTRATORS APPOINTED) ACN 129 323 351 Eighteenth Plaintiff FOLIO FINANCIAL SERVICES PTY LIMITED (ADMINISTRATORS APPOINTED) ACN 078 713 345 Nineteenth Plaintiff FOLIO LOAN SERVICES PTY LIMITED (ADMINISTRATORS APPOINTED) ACN 104 700 870 Twentieth Plaintiff FOLIO LOANS AUSTRALIA PTY LIMITED (ADMINISTRATORS APPOINTED) ACN 100 071 654 Twenty First Plaintiff FIRSTFOLIO CAPITAL MANAGEMENT PTY LIMITED (ADMINISTRATORS APPOINTED) ACN 125 150 101 Twenty Second Plaintiff ECHOICE SERVICES PTY LIMITED (ADMINISTRATORS APPOINTED) ACN 093 078 356 Twenty Third Plaintiff FOLIO LEASING PTY LIMITED (ADMINISTRATORS APPOINTED) ACN 101 633 738 Twenty Fourth Plaintiff FOLIO WHOLESALE PTY LIMITED (ADMINISTRATORS APPOINTED) ACN 094 017 571 Twenty Fifth Plaintiff APTURA DEVELOPMENTS PTY LIMITED (ADMINISTRATORS APPOINTED) ACN 117 144 644 Twenty Sixth Plaintiff CLUB FINANCIAL SERVICES HOLDINGS PTY LIMITED (ADMINISTRATORS APPOINTED) ACN 108 411 909 Twenty Seventh Plaintiff FOLIO FRANCHISING PTY LIMITED (ADMINISTRATORS APPOINTED) ACN 127 618 517 Twenty Eighth Plaintiff FOLIO MORTGAGE & FINANCE PTY LIMITED (ADMINISTRATORS APPOINTED) ACN 120 208 415