In the matter of Keystone Group Holdings Pty Ltd (recs and mgrs apptd) (admins apptd) & Ors [2016] NSWSC 1604

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Keystone Group Holdings Pty Ltd (recs and mgrs apptd) (admins apptd) & Ors [2016] NSWSC 1604 Hearing dates: 31 October 2016 Decision date: 31 October 2016 Jurisdiction: Equity - Corporations List Before: Black J Decision: The Court directs under s 447D(1) of the Corporations Act 2001 (Cth) that the First Plaintiffs would be justified in executing a business sale agreement and management deed in the form of or substantially in the form of the Business Sale Agreement and Management Deed in Confidential Exhibit A5. Costs and expenses of this application be costs and expenses of the administration of the 2nd–43rd Plaintiffs. These orders be entered forthwith. Catchwords: CORPORATIONS — Voluntary administration — Application by administrators for directions under s 447D of the Corporations Act 2001 (Cth) – where companies in administration received offer to purchase several hospitality venues – where proposed purchaser sought execution of documents by specified date such that administrators had limited time to assess the offer – where administrators sought directions that they would be justified in executing certain documents to accept and implement the proposed purchaser's offer – where creditor opposed acceptance of purchaser's offer in circumstances where it wanted deed of company arrangement proposal to be considered at second creditors' meeting – whether directions ought be made. Legislation Cited: - Corporations Act 2001 (Cth), ss 435A, 437A, 447D, 479, 511, Pt 5.3A - Trustee Act 1925 (NSW), s 63 Cases Cited: - Re Ansett Australia Ltd and Korda [2002] FCA 90; (2002) 40 ACSR 433 - Re Ansett Australia Ltd and Mentha [2001] FCA 1439; (2001) 39 ACFR 355 - Re Eisa Ltd [2000] NSWSC 940; (2000) 35 ACSR 394 - Re Green (as voluntary administrators of Bevillesta Pty Ltd) [2011] NSWSC 417; (2011) 84 ACSR 215 - Re National Buildplan Group Pty Ltd (subject to deed of company arrangement) [2014] NSWSC 146 Category: Procedural and other rulings Parties: Henry Peter McKenna, Katherine Elizabeth Barnet and Hugh Armenis in their capacity as joint and several administrators of the Second to Forty-Third Plaintiffs (First Plaintiffs) Keystone Group Holdings Pty Ltd (recs and mgrs apptd) (admins apptd) and Forty Two others (Second to Forty-Third Plaintiffs) Representation: Counsel: D R Pritchard (Plaintiffs) R Dick SC/M Izzo (Receivers) G Rich SC/J Taylor (Good Living Company Pty Ltd – Creditor)