Henry Walker Eltin Group

Date of appointment
27 September 2013

Appointees
Tony McGrath

Administration type
Liquidation

Contact
Joshua Crick
T: +61 2 9338 2637
E: jcrick@mcgrathnicol.com

1. Companies in Mining Deed Pool

All creditors with admitted claims will now have received dividends amounting to 100 cents in the dollar. As it appears that sufficient funds will be available to make a further distribution to unsecured creditors in respect of their entitlements to statutory interest, the Deed Administrators will shortly calculate statutory interest payable on each admitted claim.

007 710 483 - Henry Walker Eltin Group Limited
009 625 138 - Capena Contracting Pty Limited (Formerly Henry Walker Eltin Contracting Pty Limited)
072 445 179 - Capena IO Pty Limited (Formerly HWIO Pty Limited)
009 627 490 - Capena Environmental Pty Ltd (Formerly Henry Walker Environmental Pty Limited)
007 649 274 - Capena Underground Pty Limited (Formerly Henry Walker Underground Pty Limited)
062 450 113 - Capena Surface Mining Pty Limited (Formerly Eltin Surface Mining Pty Ltd)
Date of VA appointed: 1-Feb-05
Date of DOCA: 23-Mar-06

2. Companies in Cockatoo Deed Pool

009 639 285 - HWE Cockatoo Pty Limited
Date of VA appointed: 1-Feb-05
Date of DOCA: 16-Dec-05
Date of Effectuation: 1-Feb-05

008 906 849 - Capena Underground Operations Pty Limited (Formerly Eltin Underground Operations Pty Limited)
Date of VA appointed: 1-Feb-05
Date of DOCA: 16-Dec-05

3. Companies in Non-core Deed Pool

All creditors with admitted claims will now have received dividends amounting to 100 cents in the dollar. As it appears that sufficient funds will be available to make a further distribution to unsecured creditors in respect of their entitlements to statutory interest, the Deed Administrators will shortly calculate statutory interest payable on each admitted claim.

008 060 240 - Bulumba Pty Limited
009 640 251 - Capnorth Developments Pty Limited
009 593 668 - Capena Finance Pty Limited (Formerly HWE Finance Pty Limited)
009 615 436 - HWGL Services Pty Limited
009 639 310 - Inventive Pty Limited
009 639 490 - Northaust Auto Hire Pty Limited
000 142 165 - Simon Engineering (Australia) Holdings Pty Limited
000 117 000 - Simon Engineering (Australia) Pty Limited
009 210 664 - Castleton Pty Limited
008 918 278 - Capena Open Pit Operations Pty Limited (Formerly Eltin Open Pit Operations Pty Limited)
081 417 030 - Castlemaine Wastewater Treatment Pty Limited
106 551 302 - Capena Civil Pty Limited (Formerly HWE Civil Pty Limited)
106 580 134 - LSM Projects Pty Limited
009 211 456 - Capena International Pty Limited (Formerly Eltin International Pty Limited)
009 637 914 - Dover Investments Pty Limited (Date of Effectuation 11-Jul-06)
009 625 816 - Bridge Autos Pty Limited
009 614 788 - Capena Land Pty Limited (Formerly HWE Land Pty Limited)

Date of VA appointed - 1-Feb-05
Date of DOCA - 23-Nov-05

4. Companies in Eltin Deed

009 366 036 - ACN 009 366 036 Pty Limited
Date of VA appointed: 1-Feb-05
Date of DOCA: 23-Nov-05

The Voluntary Administrators and Deed Administrators are Shaun Fraser, Joe Hayes and Tony McGrath.

All creditors with admitted claims will now have received dividends amounting to 100 cents in the dollar. Sufficient funds are available to make a further distribution to admitted creditors in respect to their entitlement to statutory interest and this distribution has been delayed by the receipt of a late and substantial contingent claim. The Federal Court of Australia recently ruled that the Deed Administrators should deal with this claim however, subject to making appropriate estimates of other claims, may make a payment of statutory interest in the meantime. The Deed Administrators therefore expect to be in a position to make a payment of some statutory interest entitlements to admitted creditors early in 2009.

Downloads

Administrators' Report to Creditors Under S439A Of The Corporations ACT 2001

Please note the report is made up of 3 sections:

Downloads

All creditors with admitted claims will now have received dividends amounting to 100 cents in the dollar. As it appears that sufficient funds will be available to make a further distribution to unsecured creditors in respect of their entitlements to statutory interest, the Deed Administrators will shortly calculate statutory interest payable on each admitted claim.

Dividend Update

The Deed Administrators have now;
- paid a second dividend of 50c/$ distribution to admitted creditors in the Mining Pool Entities, bringing the total dividends to date to 100c/$; and
- paid a second dividend of 50c/$ distribution to admitted creditors in the Non Core Pool Entities, bringing the total dividend to date to 60c/$.

Claims, which have been submitted, have now either been admitted and paid or are in the process of review.
Creditors who have submitted a claim and not received a dividend or correspondence from the Deed Administrators in respect of their claim are encouraged to contact the HWE Hotline on (02) 9338 2613.

Mining Pool Entities

The entities in the Mining Pool are:
- Henry Walker Eltin Group Ltd
- Capena Surface Mining Pty Limited (formerly Eltin Surface Mining Pty Limited)
- Capena Contracting Pty Limited (formerly Henry Walker Eltin Contracting Pty Limited)
- Capena Environmental Pty Limited (formerly Henry Walker Environmental Pty Limited)
- Capena Underground Pty Limited (formerly Henry Walker Underground Pty Limited)
- Capena IO Pty Limited (formerly HWIO Pty Limited)

At a meeting of creditors on 3 March 2006 creditors of the Mining Pool Entities resolved to enter into a Deed of Company Arrangement consistent with the proposal attached to the creditors report dated 17 February 2006. The DOCA was executed on 23 March 2006. A copy of the creditors report and the executed DOCA are attached below:

By resolution of creditors, members were also appointed to committees of inspection established for the DOCA of the Mining Pool Entities.

Non-Core Pool Entities

The entities in the non-core pool are:
- Bulumba Pty Limited;
- Capnorth Developments Pty Limited;
- Castlemaine Wastewater Treatment Pty Limited;
- Castleton Pty Limited;
- Capena International Pty Limited (formerly Eltin International Pty Limited);
- Capena Open Pit Operations Pty Limited (formerly Eltin Open Pit Operations Pty Limited);
- Capena Civil Pty Limited (formerly HWE Civil Pty Limited);
- Capena Finance Pty Limited (formerly HWE Finance Pty Limited);
- HWGL Services Pty Limited;
- Inventive Pty Limited;
- LSM Projects Pty Limited;
- Northaust Auto Hire Pty Limited;
- Simon Engineering (Australia) Pty Limited;
- Simon Engineering (Australia) Holdings Pty Limited;
- Bridge Autos Pty Limited;
- Dover Investments Pty Limited; and
- Capena Land Pty Limited (formerly HWE Land Pty Limited)

At a meeting of creditors on 3 November 2005 creditors of the non-core entities resolved to enter into a Deed of Company Arrangement. A copy of the DOCA is provided below.
The DOCA was executed on 23 November 2005.

By resolution of creditors, members were also appointed to committees of inspection established for the DOCA of the Non-Core Pool Entities.

ACN 009 366 036 Pty Limited:
Creditors voted in favour of resolutions to execute a Deed of Company Arrangement for ACN 009 366 036 Pty Limited in substantially the form proposed by the Administrators. A copy of the DOCA is provided below.
The DOCA was executed on 23 November 2005.

HWE Cockatoo Pty Limited and Eltin Underground Operations Pty Limited

At the reconvened creditors meeting on 28 November 2005 creditors voted in favour of executing a Deed of Company Arrangement in substantially the form proposed by the Administrators. A copy of the DOCA is provided below.
The DOCA was executed on 16 December 2005.

These entities were separated from the Mining Pool Entities to facilitate the sale of the shares in HWE Cockatoo Pty Ltd in accordance with the sale agreement entered into with Leighton Contracting.

Mining Pool Entities:
The entities in the Mining Pool are:
- Henry Walker Eltin Group Ltd;
- Capena Surface Mining Pty Limited (formerly Eltin Surface Mining Pty Limited);
- Capena Contracting Pty Limited (formerly Henry Walker Eltin Contracting Pty Limited);
- Capena Environmental Pty Limited (formerly Henry Walker Environmental Pty Limited);
- Capena Underground Pty Limited (formerly Henry Walker Underground Pty Limited); and
- CapenaIO Pty Limited (formerly HWIO Pty Limited)

The second meeting of creditors for these entities was adjourned by creditors and will be reconvened on 3 March 2006 at the Ducton Hotel, 1 St Georges Terrace, Perth, WA at 11am (WST). Creditors are also able to attend and participate in the meetings at The Grace Hotel, 77 York Street, Sydney, NSW at 2pm (EDST), and the offices of McGrathNicol+Partners, 18 Viaduct Harbour, Auckland, NZ at 4pm (NZT).

The Administrators have recommended to creditors of the Mining Pool that a Deed of Company Arrangement (“DOCA”) be entered into. The package that was sent to all mining pool creditors on 20 February 2006 contained the following documents:

HWE Mining sale to Leighton Contractors completed

On 1 February 2006, the sale of the HWE contract mining business to Leighton Contractors Pty Limited completed. Consideration included a cash payment of A$211 million.

The next stage in the Administration will be to reconvene the second creditor’s meeting for the companies which remain in Voluntary Administration. The meetings are set down for early March 2006. Details will follow soon.

Media release regarding completion of sale

HWE Mining sold to Leighton Contractors

On 1 December 2005, the Administrators executed a business sale agreement for the sale of the HWE mining business to Leighton Contractors Pty Limited.
HWE press release dated 10 November 2005 regarding the sale of HWE mining to Leighton Contractors

- Creditors meetings held on 3 November 2005

The reconvened 2nd creditors meetings were held on Thursday 3 November 2005. The meeting outcomes were as follows:

Non-Core Pool Entities and ACN 009 366 036 Pty Limited (“Eltin”):
Creditors voted in favour of resolutions to execute a deed of company arrangement for the Non-Core Pool Entities and the Eltin Entity, in substantially the form proposed by the Administrators.

The companies within the Non-Core Pool are:
- Bulumba Pty Limited;
- Capnorth Developments Pty Limited;
- Castlemaine Wastewater Treatment Pty Limited;
- Castleton Pty Limited;
- Eltin International Pty Limited;
- Eltin Open Pit Operations Pty Limited;
- HWE Civil Pty Limited
- HWE Finance Pty Limited;
- HWGL Services Pty Limited;
- Inventive Pty Limited;
- LSM Projects Pty Limited;
- Northaust Auto Hire Pty Limited;
- Simon Engineering (Australia) Pty Limited; and
- Simon Engineering (Australia) Holdings Pty Limited.
- Bridge Autos Pty Limited;
- Dover Investments Pty Limited; and
- HWE Land Pty Limited.

By resolution of creditors, members were also appointed to committees of inspection established for the Deed of Company Arrangement of the Non-Core Pool Entities and the Eltin Entity.

The Deeds of Company Arrangement were executed on 23 November 2005.

HWE Cockatoo Pty Limited and Eltin Underground Operations Pty Ltd.

At a creditors meeting of these companies on 3 November 2005 creditors voted in favour of a resolution further adjourning the second meeting of creditors to:

At the reconvened creditors meeting on 28 November 2005 creditors voted in favour of executing on Deed of Company Arrangement in substantially the form proposed by the Administrators.
The Deed of Company Arrangement were executed on 16 December 2005.
These entities were separated from the Mining Pool Entities to facilitate the sale of the shares in HWE Cockatoo Pty Ltd in accordance with the sale agreement entered into with Leighton Contracting.

Mining Pool Entities

Creditors voted in favour of a resolution further adjourning the second meeting of creditors of the Mining Pool Entities to:
- a date to be determined by the Administrators which is no more than 180 days after 8 July 2005; and
- in the event that the Administrators form the view that the period within which the adjourned meeting must be held should be longer than 180 days after 8 July 2005.

On 30 November 2005 the Administrators obtained orders from the Federal Court of Australia extending the adjournment period to up to 240 days after 8 July 2005.

The Administrators will notify creditors of the date of the adjourned meeting in writing and will also publish a notice of the adjourned date of the meeting in The Australian Newspaper at least five business days before the date of the adjourned meeting.

The meeting adjournment was sought to enable the sale of the Mining business to complete before creditors are asked to vote on the future of the companies.

The companies in the Mining Pool are as follows:
- Henry Walker Eltin Group Ltd
- Eltin Surface Mining Pty Limited
- Henry Walker Eltin Contracting Pty Limited
- Henry Walker Environmental Pty Limited
- Henry Walker Underground Pty Limited
- HWIO Pty Limited.

Eltin Deed of Company Arrangement

- HWE Group Non Core Deed of Company Arrangement
- HWE Cockatoo Deed of Company Arrangement

The Administrators will be reconvening the adjourned meetings of creditors for the HWE Administration Group on Thursday 3 November 2005 in two stages:

Non-Core Entities:
Meetings of the Non-Core Entities will be reconvened in Sydney, at the Wesley Conference Centre, 220 Pitt Street, SYDNEY, NSW from 12:00pm EDST in the case of:
- ACN 009 366 036 Pty Limited
- Bulumba Pty Limited
- Capnorth Developments Pty Limited
- Castlemaine Wastewater Treatment Pty Limited
- Castleton Pty Limited
- Eltin International Pty Limited
- Eltin Open Pit Operations Pty Limited
- HWE Civil Pty Limited
- HWE Finance Pty Limited
- HWGL Services Pty Limited
- Inventive Pty Limited
- LSM Projects Pty Limited
- Northaust Auto Hire Pty Limited
- Simon Engineering (Australia) Pty Limited
- Simon Engineering (Australia) Holdings Pty Limited

For Darwin at the Crowne Plaza Hotel, 32 Mitchell Street, Darwin, NT from 10:30am (CST) in the case of:
- Bridge Autos Pty Limited
- Dover Investments Pty Limited
- HWE Land Pty Limited

Registration will open one hour prior to the commencement of the meetings.

Creditors will be required to vote on the future of these companies at the reconvened meeting. As was the case on 8 July 2005, facilities will be available in Perth, Darwin and Sydney for creditors to participate in the meetings from each of the venues. Refer to the Notice.

Mining-Pool Entities:
Meetings of the Mining-Pool Entities will be reconvened at the Hyatt Regency Hotel, 99 Adelaide Street, Perth WA in the case of:
- Henry Walker Eltin Group Limited
- Eltin Surface Mining Pty Limited
- Eltin Underground Operations Pty Limited
- HWE Cockatoo Pty Limited
- Henry Walker Environmental Pty Limited
- Henry Walker Eltin Contracting Pty Limited
- Henry Walker Underground Pty Limited
- HWIO Pty Limited

Facilities will be available in Sydney, Darwin and Auckland for creditors to participate in the meetings from each of the venues. Refer to the Notice. These meetings will be held at 12noon (WST). The Administrators have recommended that the creditors of the Mining Pool companies vote for a further adjournment of the meetings for a period of up to 60 days. Court orders have been obtained to this effect.

A link to the supplementary report to creditors, notice of meetings, creditors circular, proxies and form of proof of debt is below. These documents were circulated by post to all known creditors on 20 October 2005.

Creditors are advised that proxies submitted for the adjourned meetings of 8 July 2005 remain valid for any reconvened meeting. Accordingly these creditors are not required to submit a further proxy. Creditors who have already lodged a proof of debt for voting purposes do not need to complete a new proof unless the amounts due to the creditor have subsequently changed.

Creditors are requested to return the completed proof of debt form and proxy forms to Computershare by 12 noon Wednesday 2 November 2005 by:

Fax: +61 2 8235 8220; OR Post:
Computershare Investor Services Pty Limited
GPO Box 4195
Sydney NSW 2001
Australia

Creditors who require further details should please contact the HWE Creditors Meeting hotline on +61 (02) 9887 6425.

Administrators apply to Court for further adjournment of creditors meetings for HWE Mining Pool Entities.

It is the intention of the Administrators to apply to the Federal Court for an order extending the adjournment period of the second meeting of creditors for up to a further 60 days (that is a total adjournment period of up to 180 days) for the HWE Mining Pool Entities. If this application is unsuccessful, an alternative application will seek orders from the Court allowing the creditors of the HWE Mining Pool Entities to vote for a further adjournment of the meetings for a period of up to 60 days at creditor meetings proposed to be held on 3 November 2005.

We are of the view it is appropriate that the adjournment period be extended for the following key reasons:
- To co-ordinate the timeline for the sale process to the DOCA process, given the necessary extension of the due date for final bids on the HWE Mining Business; and,
- To enable a smooth novation of customer contracts as part of the sale.

The affected entities are:
- Henry Walker Eltin Group Limited
- Eltin Surface Mining Pty Limited
- Eltin Underground Operations Pty Limited
- Henry Walker Eltin Contracting Pty Limited
- Henry Walker Eltin Environmental Pty Limited
- Henry Walker Eltin Underground Pty Limited
- HWE Cockatoo Pty Limited
- HWIO Pty Limited
(Administrators Appointed)
(collectively “HWE Mining Pool Entities”)

It is the Administrators intention to proceed with the creditors meeting for the Non-Mining Pool entities on 3 November 2005. These entities are:
- Bulumba Pty Limited
- Capnorth Developments Pty Limited
- Castlemaine Wastewater Treatment Pty Limited
- HWE Civil Pty Limited
- HWE Finance Pty Limited
- HWE Land Pty Limited
- HWGL Services Pty Limited
- Inventive Pty Limited
- LSM Projects Pty Limited
- Northaust Auto Hire Pty Limited
- Simon Engineering (Australia) Holdings Pty Limited
- Simon Engineering (Australia) Pty Limited
- Bridge Autos Pty Limited
- Dover Investments Pty Limited
- Castleton Pty Limited
- Eltin International Pty Limited
- Eltin Open Pit Operations Pty Limited
(Administrators Appointed)
(collectively "the Non Mining Pool Entities")

Further information will be forwarded to creditors regarding the re-convened meetings subsequent to the Court application.

Adjournment period for the second meeting of creditors extended up to 120 days

On 15 August 2005, Justice Hely of the Federal Court approved an extension of the period of adjournment for the second creditors meeting up to 120 days from 8 July 2005.

Based on the present orders, the reconvened second meetings of creditors must now be held by 5 November 2005.

As previously advised, the Administrators will notify creditors of the date of the adjourned meeting in writing and will also publish a notice of the adjourned date of the meeting in The Australian Newspaper at least five business days before the date of the adjourned meeting.

Second meeting of creditors adjourned:
Creditors voted on 8 July 2005 in favour of a resolution to adjourn the second meeting of creditors of the HWE Group of companies (in Voluntary Administration) to:
- a date to be determined by the Administrators which is no more than 60 days after 8 July 2005; and,
- in the event that the Administrators form the view, that the period within which the adjourned meeting must be held should be longer, Court approval will be sought to adjourn the meeting to a date not more than 120 days after 8 July 2005.

The Administrators will notify creditors of the date of the adjourned meeting in writing and will also publish a notice of the adjourned date of the meeting in The Australian Newspaper at least five business days before the date of the adjourned meeting.

Information provided to creditors for the second creditors meeting:
All known creditors of the HWE Group of companies (in Voluntary Administration) were sent via post on Monday 27 June 2005 the following documents in preparation for the 2nd meeting of creditors:
- Circular to creditors
- Administrators’ Report to Creditors under s439A of the Corporations Act 2001
- Notice of meeting
- Proof of Debt form and instructions for completion
- Proxy form
- Information for attendance at meeting
- Venue details

Information previously provided to creditors

HWE Circular to Creditors dated 24 May 2005:
The second meeting of creditors for HWE entities is now required to be convened by 5 July 2005, and will likely be held on Friday, 8 July 2005. More information will follow shortly.

HWE Circular to Creditors dated 14 March 2005
Committees of Creditors

Second meeting of creditors
Notice about the extension of the convening period of the 2nd Creditors Meetings (18 February 2005)

First meeting of creditors:
The first statutory meetings of the creditors of the companies were held on Tuesday 8 February 2005.

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