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Rewards Group Limited and Various Subsidiaries (Administrators Appointed) First Meeting of Creditors 26 May 2010

Rewards Group Limited and Various Subsidiaries (Administrators Appointed) First Meeting of Creditors 26 May 2010

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Page 1: Rewards Group Limited and Various Subsidiaries (Administrators Appointed) First Meeting of Creditors 26 May 2010

Rewards Group Limited and Various

Subsidiaries (Administrators Appointed)

First Meeting of Creditors

26 May 2010

Page 2: Rewards Group Limited and Various Subsidiaries (Administrators Appointed) First Meeting of Creditors 26 May 2010

2

Chairman’s Introduction

Page 3: Rewards Group Limited and Various Subsidiaries (Administrators Appointed) First Meeting of Creditors 26 May 2010

3

Chairman’s introduction

Administrators – Martin Jones, Andrew Saker and Darren Weaver

Appointed on 16 May 2010 over 8 companies

Receivers and Managers appointed on 20 May 2010 to Rewards Group Limited and Rewards Land Pty Ltd – McGrath Nicol

Separate meetings held together

Martin Jones to act as Chairman

Page 4: Rewards Group Limited and Various Subsidiaries (Administrators Appointed) First Meeting of Creditors 26 May 2010

4

Housekeeping

Please turn off all mobile phones during the meeting

Media will be asked to leave

Webcast

Chairman will invite questions at appropriate time

All questions to be directed to Chairman

When asking a question, please clearly state your name and the name of the company you represent

Page 5: Rewards Group Limited and Various Subsidiaries (Administrators Appointed) First Meeting of Creditors 26 May 2010

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Introduction of meetings

First meetings of creditors

Notice of meetings

Purpose of meetings

Separate meetings held together

Admission of proxies

Amount admitted – voting purposes only

Quorum

Voting and resolutions

Page 6: Rewards Group Limited and Various Subsidiaries (Administrators Appointed) First Meeting of Creditors 26 May 2010

6

Independence, relationships and indemnities

Declaration attached to Notice of Meeting

No prior relationship with Company or related parties

No conflict of interest

Other relationships

Banks & financial institutions

Page 7: Rewards Group Limited and Various Subsidiaries (Administrators Appointed) First Meeting of Creditors 26 May 2010

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Voluntary Administration Process

Page 8: Rewards Group Limited and Various Subsidiaries (Administrators Appointed) First Meeting of Creditors 26 May 2010

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Objectives of an Administration

The objective of an Administration of a Company’s affairs is to:

Maximize the chances of the Company, or as much as possible, continuing in existence.

If not possible, result in a better return for Company’s creditors and members that would otherwise result in the immediate winding up of the Company.

Page 9: Rewards Group Limited and Various Subsidiaries (Administrators Appointed) First Meeting of Creditors 26 May 2010

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Voluntary Administration Process

Administrationshould end Liquidation

Deed ofCompany

Arrangement

Administrators

First meetingof creditors

Second meetingof creditors

(25 business days fromthe date of appointment – on

or before 21 June 2010)

What cancreditorsdecide?

What happens at the second meeting of creditors?

Report tocreditors

(to be issued 5 business days prior to meeting)

Page 10: Rewards Group Limited and Various Subsidiaries (Administrators Appointed) First Meeting of Creditors 26 May 2010

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Group Overview

Page 11: Rewards Group Limited and Various Subsidiaries (Administrators Appointed) First Meeting of Creditors 26 May 2010

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Group Structure

Rewards Group Limited(Parent Company)

Ord Packers Pty Ltd

Berry Packers Pty Ltd

Greentree Capital Pty Ltd

Rural Labour Pty Ltd

Rewards Projects Limited

Rewards Land Pty Ltd

Rewards Management

Pty Ltd

100% owned

50% owned

100% owned 100% owned

100% owned

100% owned

100% owned

Key: Fixed and Floating Chargeholder(s)

NAB only

NAB and CBA

No Fixed and Floating Charges

NAB (1st ranking) and Linetime Holdings Pty Ltd (2nd ranking)

Page 12: Rewards Group Limited and Various Subsidiaries (Administrators Appointed) First Meeting of Creditors 26 May 2010

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Operational mapQueensland

TeakTropical Fruits

Stone FruitStrawberries

Victoria

StrawberriesBlueberriesTasmania

South Australia

Western Australia

Head OfficeTropical Fruits

ViticultureStone Fruit

SandalwoodBrushwood

Northern Territory

Victoria

Page 13: Rewards Group Limited and Various Subsidiaries (Administrators Appointed) First Meeting of Creditors 26 May 2010

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Relationship Between Companies and MIS

■Assets of the MIS are separate from the rights and obligations of the companies

Rewards Group Ltd& Rewards Projects Ltd

•Company specific assets and liabilities

•Liabilities include secured NAB debt of $24m and other securitised loans of $49m (CBA and Investec)

•Rewards Projects Ltd acts as responsible entity on behalf of investors

MIS

•45 MIS projects

•Projects held by Rewards Projects Ltd for

approximately 9,000 MIS investors

•Each MIS project is separate and distinct

•Projects must be independently viable and

accountableInvestorsPossible

contingent claims currently not determinable

Page 14: Rewards Group Limited and Various Subsidiaries (Administrators Appointed) First Meeting of Creditors 26 May 2010

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Operation of MIS Projects

Investors are different to ordinary creditors of the company.

Investors are not creditors unless there is a claim for breach of duty by the Responsible Entity.

Each Investor has an interest in a MIS, assets of which are quarantined from the company’s assets and generally can only be made available to investors.

Two issues for investors are:

Is the MIS project viable?

Will the RE continue to honour its obligations?

Page 15: Rewards Group Limited and Various Subsidiaries (Administrators Appointed) First Meeting of Creditors 26 May 2010

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Operation of MIS Projects

Rewards Land Pty Ltd (Land Owner)

Rewards Projects Ltd (Responsible Entity)

Rewards Management Pty Ltd

(Service Provider)

Managed Investment Scheme

MIS Investor

Pays rent to Land Owner

Pays Responsible Entity fees and costs

Pays MIS Investor proceeds from sale of product net of costs

Owns trees/ fruitLeases land

Provides services to the Responsible Entity to manage the Scheme

Manages Scheme

The ARK Fund Limited(Land Owner)

Page 16: Rewards Group Limited and Various Subsidiaries (Administrators Appointed) First Meeting of Creditors 26 May 2010

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Assessment of MIS Projects: Viability

MIS Viability Analysis

NOT VIABLEVIABLE

Is RE able to meet obligations?

Other funding options

YES NO NO YES

Will RE continue to meet

obligations? Replace RE

Wind-up project

NOYES

Continue Scheme

Page 17: Rewards Group Limited and Various Subsidiaries (Administrators Appointed) First Meeting of Creditors 26 May 2010

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Order of Priority for Repayment

Secured Creditors to be paid from fixed charge

assets

Receiver’s remuneration

Employees

Secured Creditors to be paid from floating charge

assets

Ordinary Unsecured Creditors

Ordinary Shareholders

Costs for maintaining the MIS

Management Fees to be paid to the

Responsible Entity

Investors

Rewards Group & Subsidiaries MIS Schemes

Administrator’s remuneration

Page 18: Rewards Group Limited and Various Subsidiaries (Administrators Appointed) First Meeting of Creditors 26 May 2010

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Administrators’ Approach

Page 19: Rewards Group Limited and Various Subsidiaries (Administrators Appointed) First Meeting of Creditors 26 May 2010

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Ferrier Hodgson Approach

We have established dedicated teams to address each key area:

Operations Administration Investigation

•MIS viability analysis and compliance

•Reporting, communication and meetings

•Legal review

•Interaction with receivers and managers

•Monitoring of outcomes from receivership

•Creditor & shareholder liaison

•Report to creditors, investors, ASIC

•Review of historical events

•Source and application of funds

•Solvency and other recoveries

•Entity by entity analysis

•Control of assets and operations

•Cashflow forecasts

•Asset and liability identification

•Valuations

•Sale and Deed of Company Arrangement opportunities

Page 20: Rewards Group Limited and Various Subsidiaries (Administrators Appointed) First Meeting of Creditors 26 May 2010

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Investigation and Reporting

Duty to investigate the companies’ affairs and report to creditors their preliminary findings in the s. 439A report.

A focused team on investigation matters.

Our review will consider a range of matters, including:

Formation and operation of the MIS projects under Rewards Projects Limited

Promotion and accounting for the MIS projects and funds raised

Capital and debt raisings

Solvency of the companies

Potential recoveries available to creditors

Page 21: Rewards Group Limited and Various Subsidiaries (Administrators Appointed) First Meeting of Creditors 26 May 2010

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All questions to be directed to Chairman

When asking a question, please clearly state your name and the name of the company you represent

Questions from Creditors

Page 22: Rewards Group Limited and Various Subsidiaries (Administrators Appointed) First Meeting of Creditors 26 May 2010

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Formal Items of Business

Page 23: Rewards Group Limited and Various Subsidiaries (Administrators Appointed) First Meeting of Creditors 26 May 2010

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Committee of Creditors

Specific to companies

Consult with and receive reports from the Administrators

Assist the Administrators as a “sounding board” for proposals

Approve the Administrators’ remuneration

Page 24: Rewards Group Limited and Various Subsidiaries (Administrators Appointed) First Meeting of Creditors 26 May 2010

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Appointment of Administrators

Creditors to resolve pursuant to Section 436E(4) of the Corporations Act 2001 whether or not:

To remove the Administrators from office

To appoint an alternate administrator of the Companies

No nominations for an alternate administrator have been received.

Page 25: Rewards Group Limited and Various Subsidiaries (Administrators Appointed) First Meeting of Creditors 26 May 2010

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Closure of meetings

Other business

Final questions

Next steps

Report to creditors

Second creditors’ meeting

Thank you for attendance