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The future of VARA?

Old 29th Jul 2020, 03:49
  #81 (permalink)  
 
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Originally Posted by Blackout View Post
I think this is the link Mick is referring too:

https://www.fedcourt.gov.au/__data/a...it-2772020.pdf

VAH Newco 2 in default:
$400 Mil, Unsecured Fixed Rate Notes
$490 Mil, Senior Notes

VAH Newco 2 is Sole Shareholder of Skywest, which in turn holds 100% Shares in VARA.
Yes, thanks for that - wrong affidavit in my original post. I'll correct that.
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Old 29th Jul 2020, 09:46
  #82 (permalink)  
 
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Perhaps, it is better- to just drop the link....??, first.

Here: https://www.fedcourt.gov.au/__data/a...on-2872020.pdf

#3/& 4 contained therein- should suffice, surely....????

Extract:
This document was lodged electronically in the FEDERAL COURT OF AUSTRALIA (FCA) on 28/07/2020 9:34:01 PM AEST
rgds All
S28- BE
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Old 29th Jul 2020, 11:25
  #83 (permalink)  
 
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Originally Posted by Section28- BE View Post
Perhaps, it is better- to just drop the link....??, first.

Here: https://www.fedcourt.gov.au/__data/a...on-2872020.pdf

#3/& 4 contained therein- should suffice, surely....????

Extract:

rgds All
S28- BE
G'day Section o'l mate,

I think what we have here is another episode in an ever unfolding drama.

Tune in tomorrow for more details...
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Old 29th Jul 2020, 22:20
  #84 (permalink)  
 
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Originally Posted by Section28- BE View Post
Perhaps, it is better- to just drop the link....??, first.

Here: https://www.fedcourt.gov.au/__data/a...on-2872020.pdf

#3/& 4 contained therein- should suffice, surely....????

Extract:

rgds All
S28- BE
I'll very happily be corrected here but having had the time now to read the various submissions, applications and affidavits relating to VAH Newco 2 and, by connection, VARA, this whole thing appears to be the corporate equivalent of shutting down the wrong engine when confronted with an engine fire. In effect, VARA had been placed into liquidation by mistake.

The sequence of events seems to have been along the following lines. When the Board decided to place Virgin Australia Holdings Limited, the parent company, into administration and Deloitte stepped in, decisions needed to be made regarding each of the vast array of companies and trusts controlled by VAH. There were about 55-odd such companies and five trusts. On the basis that some of those entities were likely set up for special purposes that may now have lapsed you'd routinely expect that some of those companies were dormant - no assets or liabilities, essentially just a corporate shell. However, being registered companies each had to have one or more directors.

First thing that the administrator wants to do is clear the decks of extraneous work - they need to decide what's going to be administered by them, what doesn't need to go into administration and what can be wound up to get it off the books. So Strawbridge et al would have asked management, Scurrah and Co, to identify the operational businesses. We know from the initial affidavits that were filed that of the 55-odd companies, 39 were nominated for voluntary administration. On that list of 39 was VARA. We also know that Velocity (the five companies associated with it) was not placed into administration. That left about 15-odd entities, notionally just dormant shells, that were slated for liquidation. On that liquidation list was VAH Newco 2.

In keeping with the practice of both checking and confirming that you're shutting down the correct engine, there's an accounting equivalent for liquidation; you get confirmation via a declaration of solvency signed by the company's director(s). In the case of VAH Newco 2, that signed declaration of solvency came from Paul Scurrah and former CFO Geoff Smith (I can only assume that there was an incomplete handover to Keith Neate when he took the CFO position last year if Geoff Smith was still a director). Any old how, now armed with confirmation that they could liquidate VAH Newco 2, Deloitte set about doing so only to find that - hang on a minute - rather than being dormant with no assets or liabilities per the signed declaration of solvency, VAH Newco 2 in fact had both - it was the 100 percent shareholder of VARA and it was the guarantor for the best part of a AUD one billion in unsecured debt.

This latest round of submissions, applications and affidavits is seeking the reversal of the earlier decision to liquidate VAH Newco 2. The administrator now wants it and another entity, VB Investco, added to the list of companies under voluntary administration.

In the grand scheme of things I don't think that it changes anything much other than to underline the fact, to the extent that it needed to be underlined, that Virgin's management really didn't have a handle on their own corporate structure.

Last edited by MickG0105; 29th Jul 2020 at 23:34. Reason: Fixed 'right' v 'correct' to avoid confusion
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Old 29th Jul 2020, 23:26
  #85 (permalink)  
 
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Mick, thank you for the concise explanation.
A breath of fresh air from the cryptic "look at me" posts of others.
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Old 30th Jul 2020, 02:03
  #86 (permalink)  
 
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Originally Posted by MickG0105 View Post
I'll very happily be corrected here but having had the time now to read the various submissions, applications and affidavits relating to VAH Newco 2 and, by connection, VARA, this whole thing appears to be the corporate equivalent of shutting down the wrong engine when confronted with an engine fire. In effect, VARA had been placed into liquidation by mistake.

The sequence of events seems to have been along the following lines. When the Board decided to place Virgin Australia Holdings Limited, the parent company, into administration and Deloitte stepped in, decisions needed to be made regarding each of the vast array of companies and trusts controlled by VAH. There were about 55-odd such companies and five trusts. On the basis that some of those entities were likely set up for special purposes that may now have lapsed you'd routinely expect that some of those companies were dormant - no assets or liabilities, essentially just a corporate shell. However, being registered companies each had to have one or more directors.

First thing that the administrator wants to do is clear the decks of extraneous work - they need to decide what's going to be administered by them, what doesn't need to go into administration and what can be wound up to get it off the books. So Strawbridge et al would have asked management, Scurrah and Co, to identify the operational businesses. We know from the initial affidavits that were filed that of the 55-odd companies, 39 were nominated for voluntary administration. On that list of 39 was VARA. We also know that Velocity (the five companies associated with it) was not placed into administration. That left about 15-odd entities, notionally just dormant shells, that were slated for liquidation. On that liquidation list was VAH Newco 2.

In keeping with the practice of both checking and confirming that you're shutting down the correct engine, there's an accounting equivalent for liquidation; you get confirmation via a declaration of solvency signed by the company's director(s). In the case of VAH Newco 2, that signed declaration of solvency came from Paul Scurrah and former CFO Geoff Smith (I can only assume that there was an incomplete handover to Keith Neate when he took the CFO position last year if Geoff Smith was still a director). Any old how, now armed with confirmation that they could liquidate VAH Newco 2, Deloitte set about doing so only to find that - hang on a minute - rather than being dormant with no assets or liabilities per the signed declaration of solvency, VAH Newco 2 in fact had both - it was the 100 percent shareholder of VARA and it was the guarantor for the best part of a AUD one billion in unsecured debt.

This latest round of submissions, applications and affidavits is seeking the reversal of the earlier decision to liquidate VAH Newco 2. The administrator now wants it and another entity, VB Investco, added to the list of companies under voluntary administration.

In the grand scheme of things I don't think that it changes anything much other than to underline the fact, to the extent that it needed to be underlined, that Virgin's management really didn't have a handle on their own corporate structure.


Thatís a convenient theory but unfortunately it is in black and white that VAH Newco 2 (VARA) is in default of its obligations in notes to the values of AU$400,000,000 and US$350,000,000 hence the insolvency trigger.
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Old 30th Jul 2020, 07:27
  #87 (permalink)  
 
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Im sure more Information on all these matters will be forthcoming soon:

APPLICATION IN THE MATTER OF VIRGIN AUSTRALIA HOLDINGS LTD (ADMINISTRATORS APPOINTED) ACN 100 686 226 & ORS
Hearing was today 30/07/2020, 10:15 AM

IN THE MATTER OF VAH NEWCO NO. 2 PTY LTD (IN LIQUIDATION) ACN 160 881 354 AND VB INVESTCO PTY LTD (IN LIQUIDATION) ACN 101 961 095
Hearing was today 30/07/2020, 10:15 AM

WELLS FARGO TRUST COMPANY & VB LEASECO PTY LTD
The proceeding be listed for hearing at 10.15am on 31 July 2020 for 1 day
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Old 30th Jul 2020, 10:16
  #88 (permalink)  
 
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Originally Posted by Batwhacker View Post
Thatís a convenient theory but unfortunately it is in black and white that VAH Newco 2 (VARA) is in default of its obligations in notes to the values of AU$400,000,000 and US$350,000,000 hence the insolvency trigger.
VAH Newco 2 is not VARA; they are two separate but related entities.

VAH Newco 2 is the sole shareholder of an entity called A.C.N. 098 904 262 Pty Ltd - it was one of the 38 business entities placed under voluntary administration when the overall parent company, Virgin Australia Holdings Limited, entered administration. A.C.N. 098 904 262 in turn holds 100 percent of shares issued by VARA. VARA was also one of the 38 business entities placed under voluntary administration when VAH entered administration.

All the recently filed submissions are looking to do is to move VAH Newco 2 onto the list of companies currently under administration. The applicant, Richard Hughes (Deloitte), is essentially saying look I was given the job of winding up some VAH companies that were thought to be dormant and solvent pursuant to section 491(1) of the Corporations Act 2001. In the course of my work I found that two of them - Newco 2 and Investco - weren't dormant or solvent so I cannot deal with them under section 491(1).

In his affidavit Hughes says that there are three options available for Newco 2 (and Investco) :
  1. wind them up in involuntary insolvency;
  2. appoint an administrator; or
  3. convene a meeting of creditors and obtain permission to wind them up in voluntary insolvency.

He recommends 2. appointing an administrator and further recommends that the administrator be the same as those handling the rest of the Virgin administration.

The guarantor status of Newco 2 on some of the notes is interesting but I don't think it changes much in the grand scheme of things. It's not like it's new debt - it's part of the approximately $1,988,250,000 in unsecured debt owed to bondholders that was identified from the get-go.

As for VARA, I cannot see any material impact. They had already been placed under voluntary administration when VAH entered voluntary administration. We had previously assumed that all the unsecured debt associated with the bonds was held against VAH, the ultimate owner of VARA. We now know that some of that debt is guaranteed by a VAH subsidiary - Newco 2 - and that Newco 2 sits in the chain of ownership that extends from VAH down to VARA.

If you think that the recent Newco 2 revelation has some more material impact, I'm all ears.
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Old 30th Jul 2020, 10:52
  #89 (permalink)  
 
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'Mick'-

When does the Deed of Cross-Guarantee (DOCG) that is being relied upon in this instance, I 'believe'- get extinguished for that purpose.....????

And would appreciate being educated myself- do not get me wrong on that, at all.

Voluntary Admin or Liquidation (in this case)....????

ASIC link: https://asic.gov.au/regulatory-resou...ency_statement

Extract #1:

Common problems we have identified

Extract #2:

Companies under external administration

Companies that are under external administration and any entities owned by such companies are not eligible for relief.
What is the go- here, with this ??
With thanks & rgds
S28- BE
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Old 30th Jul 2020, 13:01
  #90 (permalink)  
 
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https://www.keypointlaw.com.au/keynotes/guarantee/



https://www.mcw.com.au/export/Public...-be-now…

"Disadvantages of applying for relief?

Each entity within the group must consider whether or not it is in the best interests of that entity to be a party to the deed.

Because the deed of cross-guarantee results in a parent company and its subsidiaries as being recognised as a single legal entity, liability is no longer limited to the individual subsidiaries themselves, and in some instances creditors will have rights to the assets of the parent company and other subsidiaries in an event of insolvency.

It is therefore imperative that corporate groups only execute a deed cross guarantee when they are confident that an insolvency event will not occur and that they “opt out” (using the specific process set out by ASIC) if they believe one has the potential to arise."


Government Legislation:
"The deed of cross-guarantee is an instrument under which each entity enters into a covenant with the trustee to guarantee payment in full of any debt to creditors of each party to the deed by each other entity.

The deed of cross-guarantee is required as a protection for creditors of the company that will not have access to the company’s financial report in order to assess its financial position. One of the conditions of relief is that the directors of the holding entity state that there are reasonable grounds to believe the parties to the deed will be able to meet any obligations or liabilities to which they are, or may become, subject.

The financial statements of the holding entity must include the disclosure of consolidated financial information relating to all parties to the deed, except where all parties to the deed are exempt from lodging a financial report. In the latter circumstances, the identities of the parties to the deed still need to be disclosed in the financial statements of the holding entity."

Last edited by Blackout; 30th Jul 2020 at 13:38. Reason: Added extra info- Government Legislation
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Old 30th Jul 2020, 14:55
  #91 (permalink)  
 
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Originally Posted by MickG0105 View Post
VAH Newco 2 is not VARA; they are two separate but related entities.

VAH Newco 2 is the sole shareholder of an entity called A.C.N. 098 904 262 Pty Ltd - it was one of the 38 business entities placed under voluntary administration when the overall parent company, Virgin Australia Holdings Limited, entered administration. A.C.N. 098 904 262 in turn holds 100 percent of shares issued by VARA. VARA was also one of the 38 business entities placed under voluntary administration when VAH entered administration.

All the recently filed submissions are looking to do is to move VAH Newco 2 onto the list of companies currently under administration. The applicant, Richard Hughes (Deloitte), is essentially saying look I was given the job of winding up some VAH companies that were thought to be dormant and solvent pursuant to section 491(1) of the Corporations Act 2001. In the course of my work I found that two of them - Newco 2 and Investco - weren't dormant or solvent so I cannot deal with them under section 491(1).

In his affidavit Hughes says that there are three options available for Newco 2 (and Investco) :
  1. wind them up in involuntary insolvency;
  2. appoint an administrator; or
  3. convene a meeting of creditors and obtain permission to wind them up in voluntary insolvency.

He recommends 2. appointing an administrator and further recommends that the administrator be the same as those handling the rest of the Virgin administration.

The guarantor status of Newco 2 on some of the notes is interesting but I don't think it changes much in the grand scheme of things. It's not like it's new debt - it's part of the approximately $1,988,250,000 in unsecured debt owed to bondholders that was identified from the get-go.

As for VARA, I cannot see any material impact. They had already been placed under voluntary administration when VAH entered voluntary administration. We had previously assumed that all the unsecured debt associated with the bonds was held against VAH, the ultimate owner of VARA. We now know that some of that debt is guaranteed by a VAH subsidiary - Newco 2 - and that Newco 2 sits in the chain of ownership that extends from VAH down to VARA.

If you think that the recent Newco 2 revelation has some more material impact, I'm all ears.
G'day Mick,

I haven't really looked that hard into all these documents, but insolvent trading might be an issue if not fixed?

"On 22 January 2020, the Companies obtained Foreign Investment Review Board (FIRB) approval for an internal reorganisation allowing for the transfer of shares in other entities in the Virgin Group that are held by the Companies (other than those in liquidation (and as identified above)), to VAAH. These actions were scheduled to occur this year but were put on hold due to the onset of the COVID-19 pandemic."

VAH
^
Newco 2 (100%)
^
VARA

Last edited by Blackout; 30th Jul 2020 at 16:59. Reason: Added Share information
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Old 30th Jul 2020, 15:45
  #92 (permalink)  
 
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Originally Posted by Section28- BE View Post
'Mick'-

When does the Deed of Cross-Guarantee (DOCG) that is being relied upon in this instance, I 'believe'- get extinguished for that purpose.....????

And would appreciate being educated myself- do not get me wrong on that, at all.

Voluntary Admin or Liquidation (in this case)....????

ASIC link: https://asic.gov.au/regulatory-resou...ency_statement

Extract #1:



Extract #2:


What is the go- here, with this ??
With thanks & rgds
S28- BE



Section,

From what I understand so far, Voluntary Administration in this case would mean consolidation of the administration process making it easier for Deloitte to manage also, gifts Bain VARA essentially to form part of their proposed DOCA (which they are rumoured to sell off anyway?)

As I mentioned previously, haven't gone too far into it all as its complex and I dont want to Blackout. I could be way off, but it will all be revealed sooner or later.






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Old 30th Jul 2020, 22:30
  #93 (permalink)  
 
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Originally Posted by Blackout View Post
G'day Mick,

I haven't really looked that hard into all these documents, but insolvent trading might be an issue if not fixed?
G'day Blackout,

No, not really. Entering voluntary administration is usually undertaken on the assumption or knowledge that the business is or is about to become insolvent. And while just because a parent entity is insolvent doesn't necessarily mean that a subsidiary is insolvent, that's moot in this case because VARA was already under administration anyhow.

This particular matter is really just a clerical error. Newco 2 was assumed to have been dormant and solvent and able to be wound up as a simple desk top exercise. There's a reference in one of the filings to an understanding

that "the company be wound up voluntarily" and "that the remuneration of the Liquidator from the date of appointment to the date of completion is agreed at $4,500 exclusive of GST, being the amount calculated in the remuneration approval report dated 21 march 2019 and sent to the members"
At least part of the reason for the application is that Deloitte have realised that the fees allocated for the task are inadequate given that the matter couldn't be resolved as first contemplated.

A point that is worth reiterating though is that VARA was always part of the administration. The VARA Group, A.C.N. 098 904 262 and VARA itself, were the Nineteenth and Twentieth Plaintiffs on the original filing for voluntary administration. That business was always up for grabs as part of the sale process undertaken by the administrator.

Originally Posted by Blackout View Post
"On 22 January 2020, the Companies obtained Foreign Investment Review Board (FIRB) approval for an internal reorganisation allowing for the transfer of shares in other entities in the Virgin Group that are held by the Companies (other than those in liquidation (and as identified above)), to VAAH. These actions were scheduled to occur this year but were put on hold due to the onset of the COVID-19 pandemic."

VAH
^
Newco 2 (100%)
^
VARA
I haven't gotten my head fully around that but it appears that Virgin were in the process of trying to simplify some of their corporate structures. It sounds like they were going from a structure that looked like VAH > Newco 2 > A.C.N. 098 904 262 > VARA to something more like VAH > VAAH > VARA.

They couldn't have been too advanced with that work otherwise you would have expected that they would have picked up the fact that Newco 2 wasn't dormant.

​​​​​​​

Last edited by MickG0105; 30th Jul 2020 at 22:35. Reason: Note re VARA always being under administration
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Old 31st Jul 2020, 00:13
  #94 (permalink)  
 
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"They couldn't have been too advanced with that work otherwise you would have expected that they would have picked up the fact that Newco 2 wasn't dormant."

10. On 24 April 2019, Geoffrey Smith and Paul Scurrah, the directors of each of the Companies, signed declarations of solvency for the Companies (Declarations of Solvency). The Declarations of Solvency record that the Companies had no assets or liabilities as at 24 April 2019. Exhibited at Tabs 2 and 3 of Exhibit RJH-1 is a copy of the Declarations of Solvency for each of the Companies lodged with the Australian Securities and Investments Commission (ASIC) on 24 April 2019.

Anyway, I'll sit on the sidelines for awhile until more information is provided by the Hearing.

Cheers
​​​​​​
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Old 31st Jul 2020, 00:37
  #95 (permalink)  
 
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Originally Posted by Blackout View Post
"They couldn't have been too advanced with that work otherwise you would have expected that they would have picked up the fact that Newco 2 wasn't dormant."

10. On 24 April 2019, Geoffrey Smith and Paul Scurrah, the directors of each of the Companies, signed declarations of solvency for the Companies (Declarations of Solvency). The Declarations of Solvency record that the Companies had no assets or liabilities as at 24 April 2019. Exhibited at Tabs 2 and 3 of Exhibit RJH-1 is a copy of the Declarations of Solvency for each of the Companies lodged with the Australian Securities and Investments Commission (ASIC) on 24 April 2019.
​​​​​​
Yes, that's a point I think that I touched on earlier. The fact that Geoff Smith was still a director is odd in of itself; you would have thought that any and all such directorships would have transferred to Keith Neate when he came on board.

Separately, it is now clear that Scurrah and Smith in effect provided a false declaration. And Deloitte proceeded down the voluntary liquidation path for Newco 2 on the basis of that (false) declaration of solvency.
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Old 31st Jul 2020, 01:04
  #96 (permalink)  
 
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Originally Posted by Section28- BE View Post
'Mick'-

When does the Deed of Cross-Guarantee (DOCG) that is being relied upon in this instance, I 'believe'- get extinguished for that purpose.....????

And would appreciate being educated myself- do not get me wrong on that, at all.

Voluntary Admin or Liquidation (in this case)....????

ASIC link: https://asic.gov.au/regulatory-resou...ency_statement

Extract #1:



Extract #2:


What is the go- here, with this ??
With thanks & rgds
S28- BE


Okey doke, S28, so my understanding of Deeds of Cross Guarantee is that they are largely used to simplify the reporting requirements for complex businesses. It is important to note that the 'guarantee' we're talking about here is not a financial guarantee - there's no implied cross guaranteeing of debts and liabilities - it's simply a cross-guarantee of some of the obligations under the Corporations Act 2001.

For example, DOCG allow Virgin (or any 'parent' company for that matter) to compile and lodge just one aggregated set of financial reports rather than having to present P&Ls and balance sheets for each of the individual subsidiary entities. DOCG don't absolve businesses from keeping the requisite accounting records at the subsidiary entity level they just don't have to report at that level.

That relief from reporting however does not persist under administration. The administrator needs to unpick the quilt into its individual threads and present P&Ls and balance sheets for each and every subsidiary entity. If the business's accounting systems have been set up properly that individual entity reporting requirement shouldn't be too onerous but the less of it that you have to do the better. It's one of the reasons why one of the first things that the administrator looks to accomplish is clearing the decks of any extraneous work by winding up however many dormant entities they can. Which is what led us to this Newco 2 matter.

Now, to a more mundane matter, how do you change font size?


Last edited by MickG0105; 31st Jul 2020 at 01:40.
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Old 31st Jul 2020, 01:08
  #97 (permalink)  
 
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Originally Posted by MickG0105 View Post
Yes, that's a point I think that I touched on earlier. The fact that Geoff Smith was still a director is odd in of itself; you would have thought that any and all such directorships would have transferred to Keith Neate when he came on board.

Separately, it is now clear that Scurrah and Smith in effect provided a false declaration. And Deloitte proceeded down the voluntary liquidation path for Newco 2 on the basis of that (false) declaration of solvency.
What is likely to happen to them if that is the case? I expect nothing.
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Old 31st Jul 2020, 01:18
  #98 (permalink)  
 
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Originally Posted by MickG0105 View Post
Yes, that's a point I think that I touched on earlier. The fact that Geoff Smith was still a director is odd in of itself; you would have thought that any and all such directorships would have transferred to Keith Neate when he came on board.

Separately, it is now clear that Scurrah and Smith in effect provided a false declaration. And Deloitte proceeded down the voluntary liquidation path for Newco 2 on the basis of that (false) declaration of solvency.
Keith Neate only re-joined VA in September 2019. Geoff Smith was still CFO in April 2019.

The dates of this whole mess seem very odd. It started back in March 2019, then nothing seems to have happened between April 2019 and Jan 2020, then it seemed to have been forgotten about until now? Its been a few days since i read the affidavit but all the debt in Newco 2 was prior to 2019, none was new debt from 2019 borrowings?
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Old 31st Jul 2020, 01:21
  #99 (permalink)  
 
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Giday Mick-

Ta- so that deed is not being relied on to sustain 'Solvency', at this time/junction, thank-you.

Mate, I think both Mr 'Blackout' and yourself picked up the font escalation when you 'quoted' the original post- start afresh and all should be back to normal...????/ or copy and paste some preceding text down below the quoted piece and start again (to bring the formatting down)...

There will be folk here with more knowledge than I - have never hit it but, there is a 'Remove Format' ( Tx) button 2nd from the right on the tool bar above- good luck.

Thanks again
rgds
S28- BE
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Old 31st Jul 2020, 01:39
  #100 (permalink)  
 
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Originally Posted by WipperSnapper View Post
Keith Neate only re-joined VA in September 2019. Geoff Smith was still CFO in April 2019.

The dates of this whole mess seem very odd. It started back in March 2019, then nothing seems to have happened between April 2019 and Jan 2020, then it seemed to have been forgotten about until now? Its been a few days since i read the affidavit but all the debt in Newco 2 was prior to 2019, none was new debt from 2019 borrowings?
Thanks for that, I had somewhat blithely missed the 2019. I was reading it as 2020 given that 24 April was proximal to the business entering administration this year. That's possibly even more confusing then - that they'd be relying on 12 month old declarations.
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