1. What is a creditors voluntary liquidation? · All creditors of the Company are now creditors in...

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Our ref: 3451-4902-5802 v.1 - Compatibility Mode 28 March 2018 To the creditor as addressed Dear Sir/Madam Rawfactory Pty Ltd (In Liquidation) Trading as Rawsome ACN 612 666 074 (the Company) Initial Information for creditors - Appointment of Liquidators We were appointed joint and several Liquidators of the Company on 14 March 2018. The purpose of this document is to provide you with information about the liquidation of Rawfactory Pty Ltd and your rights as a creditor. Our Declaration of Independence, Relevant Relationships and Indemnities (DIRRI) is attached at Appendix A. The DIRRI assists you to understand any relevant relationships that we have, and any indemnities or upfront payments that have been provided to us. None of the relationships disclosed in this document affect our independence. 1. What is a creditors voluntary liquidation? A creditors’ voluntary liquidation, or CVL, is a liquidation initiated by the company where the company is unable to pay all of its creditors in full. This means that the company is insolvent. According to the Company’s records, you may be a creditor of the Company. 2. Update on liquidation to date We have assumed full control of the Company’s affairs and the powers of the director are currently suspended, although the director is continuing to assist us with day to day trading while we explore a potential sale of business. 2.1 Trading on We are continuing to operate and trade the Company on a ‘business as usual’ basis while we undertake a sale of business campaign. We expect to cease trading on Thursday 29 March 2018 and simultaneously complete a sale of the Company’s business and assets. The decision to trade-on was based on the following reasons: it has allowed us to contact potentially interested parties to try and generate offers to compare against a likely offer from the director to assist collection of pre appointment debtors rent (a key expense) has been paid until 31 March 2018 director agreed to manage day to day trading and not draw a wage. As we are still trading the business, the costs incurred by the liquidators such as wages, utilities, insurance and other incidental expenses are yet to be finalised. However, we expect to generate a small trading profit (before liquidator remuneration costs). PPB Pty Ltd trading as PPB Advisory ABN 67 972 164 718 Liability limited by a scheme approved under Professional Standards Legislation Level 21, 140 St Georges Terrace Perth WA 6000 PO Box 7761 Cloisters Square WA 6850 t: +61 8 9216 7600 f: +61 8 9216 7699 www.ppbadvisory.com

Transcript of 1. What is a creditors voluntary liquidation? · All creditors of the Company are now creditors in...

Page 1: 1. What is a creditors voluntary liquidation? · All creditors of the Company are now creditors in the liquidation. As a creditor, you have certain rights, although your debt will

Our ref: 3451-4902-5802 v.1 - Compatibility Mode

28 March 2018

To the creditor as addressed

Dear Sir/Madam

Rawfactory Pty Ltd (In Liquidation) Trading as Rawsome ACN 612 666 074 (the Company)

Initial Information for creditors - Appointment of Liquidators

We were appointed joint and several Liquidators of the Company on 14 March 2018.

The purpose of this document is to provide you with information about the liquidation of Rawfactory Pty Ltd and your rights as a creditor.

Our Declaration of Independence, Relevant Relationships and Indemnities (DIRRI) is attached at Appendix A. The DIRRI assists you to understand any relevant relationships that we have, and any indemnities or upfront payments that have been provided to us. None of the relationships disclosed in this document affect our independence.

1. What is a creditors voluntary liquidation?

A creditors’ voluntary liquidation, or CVL, is a liquidation initiated by the company where the company is unable to pay all of its creditors in full. This means that the company is insolvent.

According to the Company’s records, you may be a creditor of the Company.

2. Update on liquidation to date

We have assumed full control of the Company’s affairs and the powers of the director are currently suspended, although the director is continuing to assist us with day to day trading while we explore a potential sale of business.

2.1 Trading on

We are continuing to operate and trade the Company on a ‘business as usual’ basis while we undertake a sale of business campaign. We expect to cease trading on Thursday 29 March 2018 and simultaneously complete a sale of the Company’s business and assets.

The decision to trade-on was based on the following reasons:

• it has allowed us to contact potentially interested parties to try and generate offers to compare against a likely offer from the director

• to assist collection of pre appointment debtors • rent (a key expense) has been paid until 31 March 2018 • director agreed to manage day to day trading and not draw a wage.

As we are still trading the business, the costs incurred by the liquidators such as wages, utilities, insurance and other incidental expenses are yet to be finalised. However, we expect to generate a small trading profit (before liquidator remuneration costs).

PPB Pty Ltd trading as PPB Advisory ABN 67 972 164 718 Liability limited by a scheme approved under Professional Standards Legislation

Level 21, 140 St Georges Terrace Perth WA 6000

PO Box 7761 Cloisters Square WA 6850 t: +61 8 9216 7600

f: +61 8 9216 7699

www.ppbadvisory.com

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As stated in our letter to suppliers dated 14 March 2018, we will not accept liability for any goods purchased or services rendered by suppliers that are not made with the authority of the Liquidators or one of the Liquidators’ authorised representatives.

If there are any outstanding or unfulfilled orders placed by the Company prior to our appointment, please contact this office to obtain written confirmation from one of the specified authorised signatories before proceeding with the order.

If you have not already done so, please immediately: • close any existing account(s) in the Company’s name and send us a final invoice as at the

date of our appointment. That invoice, and the balance of any other outstanding invoices, will represent an unsecured claim against the Company.

• open a new account for the Company titled ‘Rawfactory Pty Ltd (In Liquidation)’ for any orders made with our authority after 14 March 2018.

If you are uncertain about the status of outstanding or unfulfilled orders, please contact this office immediately.

Please forward all future invoices to this office until further notice.

A right of set off cannot be enforced between pre and post appointment periods.

If you have supplied goods to the Company on consignment, or have registered a security interest on the Personal Property Securities Register (PPSR), you would have received a separate letter providing you with further instructions. Please contact this office if you have not received this letter.

2.2 Sale of Business

Following our appointment we contacted a number of parties regarding a sale of the Company’s business and assets. We received two offers, one of which we expect to finalise by 29 March 2018.

As negotiations for the sale of assets are not yet complete we are unable to provide further details at this time. However, information will be provided to creditors about the sale in due course.

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2.3 Report as to affairs (RATA)

We received a RATA from the director on 15 March 2018. A summary of the RATA is detailed below:

Notes RATA Director ERVLiquidator

ERV

Assets

Debtors 1 29,992 26,392 25,000

Cash at bank 2 - - -

Stock 3 650 650 -

Work in progress (WIP) 4 2,040 4,000 1,500

Plant and equipment 5 4,060 300 -

Other assets 6 - - 15,000

Total assets 36,742 31,342 41,500

Liabilities

Secured creditor 7 (9,981) (9,981) -

Priority (employee) creditors 7 - - (50,975)

Unsecured creditors 8 (200,488) (200,488) (200,488)

Total liabilities (210,469) (210,469) (251,463)

Net asset Deficiency (173,727) (179,127) (209,963)

Contingent assets - - -

Contingent liabilities 9 (10,688) (10,688) -

Net asset Deficiency (184,416) (189,815) (209,963)

Notes 1. Per company records, outstanding debtors at appointment totalled c$34.5k. Of this amount:

• we have realised c$11.7k to date • we estimate c$500 to be non-recoverable due to a Metcash rebate agreement • c$4k is to be written off as advised by the debtor and director as bad debts. One debtor

(c$2.5k) has confirmed that they are not able to pay 2. The pre appointment bank account was overdrawn at appointment 3. Nil realisable value due to products used during the trading period post appointment and

converted to WIP 4. The RATA does not explain reasoning for the variance between the RATA value and director

ERV. WIP has been converted to post appointment sales 5. The variance is due to the majority of the plant and equipment being categorised as packaging

which has a nil value (trademark identified on the packaging is owned by the director personally)

6. We expect to realise $15k from the sale of the business and assets 7. The director has incorrectly allocated unpaid employee wages as secured creditors instead of

priority creditors. All employees were employed on a casual basis and have approximately four weeks of outstanding wages. The liquidators ERV includes outstanding superannuation per company records

8. Per company records 9. Advised liability for make good, rent and outgoings at the Company’s leased premises (Unit 1,

8 Zeta Crescent, O’Connor WA 6163).

2.4 Employee entitlements

We are currently finalising the employee entitlement calculations and will separately write to employees by 6 April 2018 confirming the amounts we understand are outstanding.

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3. What happens to your debt?

All creditors of the Company are now creditors in the liquidation. As a creditor, you have certain rights, although your debt will be dealt with in the liquidation.

If you have leased the Company property, have a retention of title claim or hold a Personal Property Security in relation to the Company, please contact this office as soon as possible.

4. Your rights as a creditor

Information regarding your rights as a creditor is provided in the Information Sheet included as Appendix B. This includes your right to: • make reasonable requests for information • make reasonable requests for a meeting • give directions to us • appoint a reviewing liquidator • to replace us as joint and several Liquidators

We draw to your attention the special right to request a meeting in the first 20 business days of a creditor’s voluntary liquidation. If we receive a request for a meeting from at least 5% of known creditors that are not a related entity of the Company, we am required to hold a meeting, as long as the request is reasonable. The details of whether a request is reasonable or not is included in the information sheet at Appendix B.

5. Summary of the Company’s affairs

A summary of the Company’s’ affairs at the date of appointment is attached at Appendix C.

We have also attached at Appendix D a list of creditors, including their address and the estimated amounts of their claims, that are shown in the records of the Company. Any creditors related to the Company are identified.

6. Costs of the liquidation

Included at Appendix E is our Initial Remuneration Notice. This document provides you with information about how we will get paid for undertaking the liquidation.

We may write and ask that you approve our remuneration for the work that we do in completing the liquidation. If we do, we will provide you with detailed information so that you can understand what tasks we have undertaken and the costs of those tasks.

7. What happens next?

We will proceed with the liquidation, including: • completing the sale of business and assets • finalising all matters associated with our trade-on period • investigating the Company’s affairs • reporting to the Australian Securities and Investments Commission (ASIC).

If we receive a request for a meeting that complies with the guidelines set out in the creditor rights information sheet, we will hold a meeting of creditors.

We will provide a further report to creditors within 3 months.

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8. Where can you get more information?

You can access additional information on the following websites: • ARITA at www.arita.com.au/creditors • ASIC at http://asic.gov.au/regulatory-resources/insolvency/insolvency-information-sheets/

9. About PPB Advisory

PPB Advisory is a national firm operating throughout Australia, specialising in restructuring and insolvency. For further information regarding the firm, please visit our website www.ppbadvisory.com.

Yours faithfully

Simon Theobald and Melissa HumannLiquidators

Enc

Appendices

A. Declaration of Independence, Relevant Relationships and Indemnities

B. Information sheet – Creditors rights in liquidations

C. Summary of Affairs

D. List of creditors identifying related parties

E. Initial Remuneration Notice

Date of appointment: 14 March 2018 Contact name: Sam Ierino Telephone number: +61 8 9216 7619 Email: [email protected]

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A. Declaration of Independence, Relevant

Relationships and Indemnities

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Declaration of Independence, Relevant Relationships and Indemnities

Rawfactory Pty Ltd (In Liquidation) Trading as Rawsome ACN 612 666 074 (the Company) A Practitioner appointed to an insolvent entity is required to make declarations as to:

A. their independence generally

B. relevant relationships, including:

i. the circumstances of the appointment

ii. any relationships with the Company and others within the previous 24 months

iii. any prior professional services for the Company within the previous 24 months

iv. any that there are no other relationships to declare and

C. any indemnities given, or up-front payments made, to the Practitioner.

This declaration is made in respect of us, our partners, PPB Advisory and the related entities of PPB Advisory. A list of related entities of PPB Advisory is included in Schedule A at the end of this document.

A. Independence

We, Simon Theobald and Melissa Humann of PPB Advisory, Level 21, 140 St Georges Terrace, Perth WA 6000, undertook a proper assessment of the risks to our independence prior to accepting the appointment as joint and several Liquidators of the Company in accordance with the law and applicable professional standards. This assessment identified no real or potential risks to our independence. We are not aware of any conflicts at the time of our appointment or any reasons that would prevent us from accepting this appointment. In the event that any conflict arises, we will seek independent legal advice or court directions if appropriate. In the event that this declaration needs to be updated we will issue written notice to all known creditors as per the Company’s records. A list of related entities of PPB Advisory is included in Schedule A at the end of this document.

B. Declaration of Relationships

i. Circumstances of appointment

This appointment was referred to us by Michelle Saunders of Cooper Partners Chartered Accountants. Ms Saunders had been approached by the Company to become its external accountant. On review of their financial position Ms Saunders recommended that the Company’s director, Laila Gampfer (LG) speak with PPB Advisory regarding the options available to the Company.

Simon Theobald (ST) met with Ms Saunders and LG on 8 February 2018 to understand the financial position of the Company and outline the alternative courses of action available to it.

On 9 March 2018 ST and his colleague Alex Harper (AH) met with LG to discuss the Company’s position in more depth and further explain the consequences of appointing liquidators.

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Further telephone calls between LG and AH took place on 12 March 2018 and 13 March 2018 for the purposes of discussing a potential liquidation appointment and the trading performance of the Company.

In addition to the above meetings and telephone calls, between 7 March 2018 and the date of appointment (14 March 2018), AH exchanged various email correspondence with LG to obtain background information to plan for the proposed appointment, as well as to provide LG with the documents necessary to place the Company into liquidation.

The exchanges between ST, AH and LG occurred over a period of five (5) weeks and the purpose of each exchange was to:

1. understand the financial situation of the insolvent at that point in time

2. explain the consequences of insolvency

3. clarify the alternative courses of action available to the insolvent in the case of insolvency

and the key features of different types of insolvency processes

4. immediately before our appointment, to obtain information about the Company and its

business to assist with an orderly transition into liquidation following our appointment.

In our opinion, these meetings and discussions do not affect our independence, as the advice was given to the Company and not to the director personally. Further, the advice was restricted to the limitations imposed by Principle 2 of the Code of Professional Practice in relation to pre-appointment advice. Further, the advice provided is unlikely to be subject to review during the administration and would not impact on compliance with our statutory and fiduciary duties. It is for these reasons that the advice does not, in our opinion, give rise to a conflict of interest or duty. We did not receive any remuneration for this advice. We have not provided other information or advice to the Company, its director and advisor prior to our appointment, beyond that outlined in this Declaration of Independence, Relevant Relationships and Indemnities (DIRRI). ii. Relevant relationships (excluding professional services to the insolvent)

We, or a member of our firm, have, or have had within the preceding 24 months, a relationship with:

Ms Michelle Saunders of Cooper Partners Chartered Accountants

Nature of relationship Reasons why no conflict of interest or duty

Cooper Partners is an advisor of the Company and referred the Company to us for professional advice.

We have had previous professional relationships with Cooper Partners for a number of years. We have previously undertaken formal and informal assignments on companies referred to us by Cooper Partners.

We believe that this relationship does not result in a conflict of interest or duty because:

• Our previous relationships with Cooper Partners were not in relation to the Company’s and/or the director’s affairs.

• We have a wide referral base and Cooper Partners is one of our many referrers of work in the past 24 months.

• Referrals from solicitors, business advisors or accountants are commonplace and do not impact on our independence in carrying out my duties as Liquidators.

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Deputy Commissioner of Taxation (unsecured creditor)

Nature of relationship Reasons why no conflict of interest or duty

Various Practitioners within PPB Advisory are members of panels for appointments as liquidators and bankruptcy trustees.

We believe that these relationships do not result in a conflict of interest or duty. Our previous relationships with the Deputy Commissioner of Taxation has not been and is not in relation to the Company’s affairs or the Company’s Director.

iii. Prior professional services to the insolvent

Neither we, nor our firm, have provided any professional services to the Company in the previous 24 months.

iv. No other relevant relationships to disclose

There are no other known relevant relationships, including personal, business and professional relationships, from the previous 24 months with the Company, an associate of the Company, a former insolvency practitioner appointed to the Company or any person or entity that has security over the whole or substantially the whole of the Company’s property that should be disclosed.

C. Indemnities and up-front payments

We have not been indemnified in relation to this administration, other than any indemnities that we may be entitled to under statute. We have not received any upfront payments in respect of our remuneration or disbursements. This does not include statutory indemnities. We have not received any other indemnities or upfront payments that should be disclosed. Dated this 20th day of March 2018

Simon Theobald Liquidator

Melissa Humann Liquidator

Note:

1. If circumstances change, or new information is identified, we are required under the Corporations Act 2001 and the Australian Restructuring Insolvency & Turnaround Association (ARITA) Code of Professional Practice to update this Declaration and provide a copy to creditors with our next communication as well as table a copy of any replacement declaration at the next meeting of the insolvent’s creditors.

2. Any relationships, indemnities or up-front payments disclosed in the DIRRI must not be such that the Practitioner is no longer independent. The purpose of components B and C of the DIRRI is to disclose relationships that, while they do not result in the Practitioner having a conflict of interest or duty, ensure that creditors are aware of those relationships and understand why the Practitioner nevertheless remains independent.

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Schedule A – related entities of PPB Advisory All Australian incorporated related entities of PPB Advisory

PPB Pty Limited, Australia Subsidiaries PPB Advisory Agribusiness Management Pty Ltd, Australia PPB Advisory Funds Management Holding Pty Limited, Australia PPB Corporate Finance Pty Limited, Australia PPB Corporate Services Pty Ltd, Australia PPB NZ Holdings Pty Limited, Australia PPB Advisory Funds Management Limited, Australia PPB Property Administration Pty Ltd, Australia PPB Property Pty Limited, Australia PPB Real Estate Pty Ltd, Australia PPB NZ Limited As Nominee For PPB NZ Partnership PPB NZ Property Limited PPB NZ Equity Limited Tiago Advisory Pty Limited, Australia A.C.N 142 632 479 Pty Limited, Australia PPB Funding Pty Ltd, Australia Litmus Group entities which merged with PPB Advisory as of 1 March 2016

LITMUS Group Pte Limited, Singapore TRUE North Advantage Pte Limited, Singapore

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B. Information Sheet – Creditors rights in liquidations

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ARITA ACN 002 472 362

Level 5, 191 Clarence Street, Sydney NSW 2000 Australia | GPO Box 4340, Sydney NSW 2001 t +61 2 8004 4344 | e [email protected] | arita.com.au

AUSTRALIAN RESTRUCTURING INSOLVENCY & TURNAROUND ASSOCIATION

Creditor Rights in Liquidations

Requests must be reasonable.

They are not reasonable if:

Both meetings and information:

(a) complying with the request would

prejudice the interests of one or

more creditors or a third party

(b) there is not sufficient available

property to comply with the request

(c) the request is vexatious

Meeting requests only:

(d) a meeting of creditors dealing with

the same matters has been held, or

will be held within 15 business days

Information requests only:

(e) the information requested would be

privileged from production in legal

proceedings

(f) disclosure would found an action

for breach of confidence

(g) the information has already been

provided

(h) the information is required to be

provided under law within 20

business days of the request

If a request is not reasonable due to (b),

(d), (g) or (h) above, the liquidator must

comply with the request if the creditor

meets the cost of complying with the

request.

Otherwise, a liquidator must inform a

creditor if their meeting or information

request is not reasonable and the

reason why.

As a creditor, you have rights to request meetings and information or take certain actions:

Right to request a meeting

Right to request

information

Right to give directions to

liquidator

Right to appoint a reviewing liquidator

Right to replace

liquidator

Right to request a meeting

Right to request information

In liquidations, no meetings of creditors are held automatically.

However, creditors with claims of a certain value can request in

writing that the liquidator hold a meeting of creditors.

A meeting may be requested in the first 20 business days in a

creditors’ voluntary liquidation by ≥ 5% of the value of the debts held

by known creditors who are not a related entity of the company.

Otherwise, meetings can be requested at any other time or in a court

liquidation by:

▪ > 10% but < 25% of the known value of creditors on the condition

that those creditors provide security for the cost of holding the

meeting

▪ ≥ 25% of the known value of creditors

▪ creditors by resolution, or

▪ a Committee of Inspection (this is a smaller group of creditors

elected by, and to represent, all the creditors).

If a request complies with these requirements and is ‘reasonable’,

the liquidator must hold a meeting of creditors as soon as

reasonably practicable.

Liquidators will communicate important information with creditors as

required in a liquidation. In addition to the initial notice, you should

receive, at a minimum, a report within the first three months on the

likelihood of a dividend being paid.

Additionally, creditors have the right to request information at any

time. A liquidator must provide a creditor with the requested

information if their request is ‘reasonable’, the information is relevant

to the liquidation, and the provision of the information would not

cause the liquidator to breach their duties.

A liquidator must provide this information to a creditor within 5

business days of receiving the request, unless a longer period is

agreed. If, due to the nature of the information requested, the

liquidator requires more time to comply with the request, they can

extend the period by notifying the creditor in writing.

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AUSTRALIAN RESTRUCTURING INSOLVENCY & TURNAROUND ASSOCIATION PAGE 2

12112 (LIQ) - INFO - CREDITOR RIGHTS INFORMATION SHEET V1_0.DOCX Version: July 2017

Creditors, by resolution, may give a liquidator directions in relation to a liquidation. A liquidator must have

regard to these directions, but is not required to comply with the directions.

If a liquidator chooses not to comply with a direction given by a resolution of the creditors, they must

document their reasons.

An individual creditor cannot provide a direction to a liquidator.

Creditors, by resolution, may appoint a reviewing liquidator to review a liquidator’s remuneration or a cost or

expense incurred in a liquidation. The review is limited to:

▪ remuneration approved within the six months prior to the appointment of the reviewing liquidator, and

▪ expenses incurred in the 12 months prior to the appointment of the reviewing liquidator.

The cost of the reviewing liquidator is paid from the assets of the liquidation, in priority to creditor claims.

An individual creditor can appoint a reviewing liquidator with the liquidator’s consent, however the cost of

this reviewing liquidator must be met personally by the creditor making the appointment.

Creditors, by resolution, have the right to remove a liquidator and appoint another registered liquidator.

For this to happen, there are certain requirements that must be complied with:

Meeting request Information and notice Resolution at meeting

Right to appoint a reviewing liquidator

Right to replace liquidator

Right to give directions to liquidator

A meeting must be reasonably

requested by the required

number of creditors.

Creditors must inform the

existing liquidator of the

purpose of the request for the

meeting.

Creditors must determine who

they wish to act as the new

liquidator (this person must be a

registered liquidator) and obtain:

▪ Consent to Act, and

▪ Declaration of

Independence, Relevant

Relationships and

Indemnities (DIRRI).

The existing liquidator will send

a notice of the meeting to all

creditors with this information.

If creditors pass a resolution

to remove a liquidator, that

person ceases to be

liquidator once creditors pass

a resolution to appoint

another registered liquidator.

For more information, go to www.arita.com.au/creditors

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C. Summary of Affairs

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14- 8 0 D] [Y Y] [D IA] [M

Date to which summary is made up

Date

Australian Securities & Investments Commission

Form 509 Corporations Act 2001

497(1 )(a)(i)

Presentation of summary of affairs of a company If there is insufficient space in any section of the form, you may attach an annexure and submit as part of this lodgement Related forms: 5604 Information about the company's affairs to be sent to creditors

Lodgement details Who should ASIC contact if there is a query about this form?

Name

ASIC registered agent number (if applicable)

Company/entity name

ACN/ABN/ARBN/ARSN

Telephone number

I +61

Postal address

Email address (optional)

Company details

Company name

Rawfactory Pty Ltd

ACN/ABN

I 612 666 074

Summary of assets and liabilities

ASIC Form 509 1 September 2017 Page 1 of 2

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Continued... Summary of assets and liabilities

Valuation (for each entry show Estimated realisable whether cost or net book values amountl

1 Assets not specifically charged (a) interest in land ',./ i t..... NI I I_ (b) sundry debtors V2`1, ci cl 1 -

N 1 L. 6,",3 41 2. -z iNJ i (c) cash on 5--nd

(d) cashcash at bank lcii L- N 1 L (e) stock as detailed in inventory '446

4 2-olf-0 -cr.) 4 Lt. °coo - co

4 27A-l-oc..o -cx) 4 3co

(0 work in progress as detailed in inventory (g) plant and machinery as detailed in inventory (h) other assets N Subtotal

2 Assets subject to security interests less amounts owing NJ 'i L. N../1 i.._

TOTAL assets 41 36;1 4- k - 8 fa A

TOTAL estimated realisable values 4 21, 3t1-2 - 2- 6

3 Less amounts payable In advance of secured creditor(s) including employee entitlements A lOit) 600 - 4-5 41 too-, 6co- ii-c

4 Less amounts owing and secured by debenture or circulating security interests over assets 1■11 L. (VI L

5 Less preferential claims ranking behind secured creditors N./ i L.. N IL.

6 Less balances owing to partly secured creditors Total claims Security held

i.1 1 I..- tJh L.-

7 Less creditors (Unsecured)Amount claimed 42c0, 4-81 - -1"-5

8 Add contingent assets Estimated to produce N I 1-- Ni L-

9 Less Contingent liabilities Estimated to rank

Estimated deficiency/surplus (subject to costs of administration/liquidation)

Share capital issued paid up

410) be - ;5-

A1 21 9 ,0 31.1- -6'1

Signature This form must be signed by a director,

secretary or liquidator.

Name.of person signing t_k ,A. A- ne1

Capacity Q.CG-TC-)

Signature

Date signed 15 MctrCk 201 B

Lodgement

Send completed and signed forms to: For more information Australian Securities and Investments Commission, Web www.asic.cov.au PO Box 4000, Gippsland Mai Centre VIC 3841. Need help? www.asic.00v.au/question

Telephone 1300 300 630

ASIC Form 509 1 September 2017 Page 2 of 2

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D. List of creditors identifying related parties

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Creditor ListingRawfactory Pty Ltd (In Liquidation)

Unsecured Creditors

Creditor Name Address Related Party Per Company RecordsAFS - Australian Franchising Systems PO Box 74 Tuart Hill WA 6939 N 0.00

Alinta Energy Locked Bag 55 Perth BC WA 6849 N 254.40

C. H May Catering Equipment 87 Forsyth Street OConnor WA 6163 N 387.79

City Of Melville 10 Almondbury Road Booragoon WA N 1.35

Claila Pty Ltd Unit 1/8 Zeta Crescent OConnor WA 6163 Y 408.26

Australia

Container Refrigeration Cnr Rous Head Rd & Sultan Way North N 4,971.30

Fremantle WA 6159

Cool technology Unit 1/ No. 5 Jaggs Way Kardinya WA 6163 N 1,079.65

DCG Rentals 16 Hyne Road South Guildford WA 6055 N 358.49

ECO SPRINGS PERTH PO Box 5196|Canning Vale South WA 6155 WA N 286.00

6155

Epoch Admin Bookkeeping PO Box 1 Parkwood WA 6147 N 440.00

European Foods Wholesalers Pty Ltd 93-101 Aberdeen Street Northbridge WA 6865 N 243.64

Evoo Quality Foods 17a Tayet Link Bibra Lake WA 6163 N 466.80

Fremantle Egg Company N 1,732.50

Go Capital Pty Ltd 1 Outridge Cres Subiaco WA 6008 N 13,780.00

Hayes Poli 22 Altona Street West Perth WA 6005 N 385.00

HECS Fire HECS Fire, PO Box 415 Hamilton Hill WA 6963 N 187.00

Host Catering Supplies 64 Horus Bend Bibra Lake WA 6163 N 451.66

Host Direct 64 Horus Bend Bibra Lake WA 6163 N 197.67

I Am Foods HEALTHBAR - building 408 (Green Sea N 21,692.39

container on the ground floor) Bentley WA NKakulas Bros 14 Wellman Street Northbridge WA 6003 N 8,178.59

Legal Insite PO Box 528 Wembly WA 6913 N 2,365.00

Morph Honey N 200.00

Officeworks , PO Box 513 East Bentleigh VIC 3165 N 671.04

One Residental Management 329A Canning Hwy Palmyra WA 6157 N 1,837.67

Optus Insolvency Division, 101 Miller Street NORTH N 942.00

SYDNEY NSW 2060

ROYAL WOLF TRADING 178 Railway Pde Bassendean WA 6054 N 169.30

Satellite Security Services 2/5 Jaggs Way Kardinya WA 6163 N 473.50

The Old Laundry 22 Angove Street North Perth WA 6006 N 708.50

Truck Freezer Rentals 11 Morse Rd Bibra Lake WA 6163 N 0.00

V Dub Repairs & Spares 125 South Terrace Fremantle WA 6160 N 336.60

Visy Boxes & More 1- 7 Villas Rd Dandenong South VIC 3175 N 419.10

Vitil Human Resources 401 Great Eastern Hwy Redcliffe WA 6104 N 2,475.00

Ward Packaging 52 Fortitude Boulevard Gnangara WA 6077 N 499.17

Water Corporation 629 Newcastle Street Leederville WA 6007 N 801.55

Wilco Electrical (WA) 2/4 Parkinson Lane Kardinya WA 6163 N 644.81

Totals for Unsecured Creditors 68,045.73

Employee Creditors

Employee NameSerena Withheld TBCFair Entitlements Guarantee Branch Withheld TBC

Withheld TBCGampfer, Joe Withheld TBCGampfer, Laila Withheld TBCGampfer, Zoe Withheld TBCLee, Susanna Withheld TBCMola-Martinuzzi, Maria Withheld TBCPascoe, Hannah Withheld TBCPascoe, Michele Withheld TBCTomasi, Bridget Withheld TBCTregurtha-Payne, Trinity Withheld TBCWalsh, Jennifer Withheld TBC

Totals for Unsecured Creditors TBC

PPB Confidential 28/03/2018

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E. Initial Remuneration Notice

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Initial Remuneration Notice

Rawfactory Pty Ltd (In Liquidation) Trading as Rawsome ACN 612 666 074 (the Company)

The purpose of the Initial Remuneration Notice is to provide you with information about how we propose our remuneration for undertaking the liquidation will be set.

Remuneration Method There are four basic methods that can be used to calculate the remuneration charged by an insolvency practitioner. They are:

1. Time based / hourly rates

This is the most common method. The total fee charged is based on the hourly rate charged for each person who carried out the work, multiplied by the number of hours spent by each person on each of the tasks performed.

2. Fixed Fee

The total fee charged is normally quoted at the commencement of the administration and is the total cost for the administration. Sometimes a practitioner will finalise an administration for a fixed fee.

3. Percentage

The total fee charged is based on a percentage of a particular variable, such as the gross proceeds of assets realisations.

4. Contingency

The practitioner’s fee is structured to be contingent on a particular outcome being achieved.

Method chosen Given the nature of this administration we propose that our remuneration as Liquidators be calculated on Hourly Rates. This is because:

• it ensures that creditors are only charged for work that is performed

• as Liquidators, we are required to perform a number of tasks which do not necessarily relate to the realisation of assets, for example responding to creditor enquiries, reporting to ASIC and conducting investigations

• generally, it is difficult to estimate with accuracy the total amount of fees necessary to complete all tasks required in the administration and

• our firm has a time recording system that can produce a detailed analysis of time spent on each type of task by each individual staff member utilised in the administration

Explanation of Hourly Rates The hourly rates charged by PPB Advisory effective from 1 December 2016 are set out within this Initial Remuneration Notice, together with a general guide showing the qualifications and experience of staff engaged in the administration.

The hourly rates charged encompass the total cost of providing professional services and are not comparable to an hourly wage.

Approval and payment of Remuneration Remuneration is approved by a resolution of the creditors, a creditors’ committee or a court.

Future remuneration is approved subject to a maximum or cap. Sometimes the actual cost of the administration will exceed the maximum which has been approved, in which case, we may seek

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another resolution for additional remuneration. We will not pay any amount exceeding the maximum without this approval.

Where funds are available, we will usually pay approved remuneration at intervals not less than one month. Where funds are not available, remuneration will not be paid.

Estimate of Remuneration We estimate that the liquidation will cost approximately $25,000 to $30,000 (exclusive of GST) to complete.

Disbursements Disbursements are divided into three types:

• Externally provided professional services – these are recovered at cost. An example of an externally provided professional service disbursement is legal fees.

• Externally provided non-professional costs such as travel, accommodation and search fees – these are recovered at cost.

• Internal disbursements such as postage staff vehicle use. These disbursements, if charged to the administration, will be charged at cost. We do not charge for photocopying, printing or scanning.

We are not required to seek creditor approval for disbursements paid to third parties, but must account to creditors. We must be satisfied that these disbursements are appropriate, justified and reasonable.

We are required to obtain creditor approval for the payment of internal disbursements where there is a profit or advantage prior to these disbursements being paid from the administration.

Details of the basis of recovering disbursements in this administration are provided below. Full details of any actual costs incurred will be provided with future reporting.

Basis of disbursement claim

Disbursements Rate (Excl GST)

Externally provided professional services eg legal fees, valuation fees

At cost

Externally provided non-professional service eg courier,

Searches, advertising

At cost

Postage At cost

Staff vehicle use At prescribed ATO rates

Rates applicable as at 1 January 2017

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Statement of Remuneration Policy

Insolvency Practitioners, in common with many professions, have traditionally charged for work done on the basis of hourly rates.

PPB Advisory supports the Code of Professional Practice for Insolvency Practitioners. In all matters undertaken by us we seek to charge an appropriate level of fees and expenses. They should be appropriate for us having regard to the complexity and demands of each assignment, and appropriate for our clients having regard to their objectives in seeking our assistance.

Accordingly, at all times when seeking approval for remuneration we will provide the following details:

• type of work undertaken by the Appointees and the firm’s staff

• breakdown of the activity undertaken

• number of hours charged by each person

• hourly rate charged for each person

• total remuneration claimed

• basis of recovering disbursements.

A schedule detailing our rates to apply to administrations for the period commencing 1 December 2016 is set out below, together with general details of Staff Classifications.

Position Rate per hour ($) (excl. GST)

Partner 620

Director 560

Senior Manager 490

Manager 445

Assistant Manager 385

Senior Consultant 315

Consultant 265

Analyst 210

Administration 150

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PPB Advisory Classifications

Position Guide to level of experience and qualifications

Partner/Appointee Registered Liquidator, Official Liquidator and/or Trustee, bringing his or her specialist skills to the administration.

Director Generally, more than eight years’ experience, with at least four years at manager level. Extensive technical knowledge and capable of controlling all aspects of an administration. Reports directly to Partner. May be qualified to accept appointments in his/her own right.

Senior Manager Generally, more than six years’ experience and two years at manager level. Broad technical knowledge and capable of managing medium to large assignments.

Manager Four to seven years’ experience. Well-developed technical and commercial skills. Capable of managing medium client assignments and parts of larger client files. Supervises a team.

Assistant Manager Three to six years’ experience. Capable of managing minor administrations and assists with planning and management of medium to large assignments. Supervises a team.

Senior Consultant Two to four years’ experience. Completion of CA Program (or equivalent) during this period. Assists planning and manages small to medium assignments as well as performing some of the more difficult work on larger jobs.

Consultant Graduate with one to two years’ experience. Assists with day to day tasks under supervision.

Analyst Undergraduate or graduate with up to one years’ experience. Assists with day to day administration tasks under supervision.

Administration Appropriate skills and experience to assist with general administration tasks including document management, accounts and statutory processing.

The above is taken as a general guide only. From time to time, there may be persons employed who, because of their skills and experience, are employed in positions where they may not necessarily meet all of the above qualifications