Algeri (Administrator), in the matter of Murray & Roberts Pty Ltd (Administrators Appointed) (No 2) [2022] FCA 1563

Federal Court of Australia|2022-12-21|Before: Smith J

Counsel for the Plaintiffs: Ms JK Taylor SC with Mr PR Edgar

Solicitor for the Plaintiffs: King & Wood Mallesons

ORDERS WAD 256 of 2022 IN THE MATTER OF MURRAY & ROBERTS PTY LTD (ADMINISTRATORS APPOINTED) (ACN 105 617 865) SALVATORE ALGERI, JASON TRACY, GLEN KANEVSKY AND DAVID ORR IN THEIR CAPACITIES AS JOINT AND SEVERAL ADMINISTRATORS OF THE SECOND TO THIRTEENTH PLAINTIFFS NAMED IN THE SCHEDULE First Plaintiff

The interlocutory application filed on 19 December 2022 be made returnable at 9.30 am on 21 December 2022.

Pursuant to s 439A(6) and s 447A(1) of the Corporations Act 2001 (Cth) the period within which the first plaintiffs must convene the second meetings of creditors in respect of each of the second to thirteenth plaintiffs (Clough Companies) under s 439A of the Corporations Act (Second Meetings) be extended to midnight on 17 February 2023.
Pursuant to s 447A(1) of the Act, Part 5.3A of the Corporations Act is to operate in relation to each of the Clough Companies such that, notwithstanding s 439A(2) of the Corporations Act, the Second Meetings may be held together or separately at any time during the period during, or within five business days after the end of, the convening period as extended in paragraph 2 above, provided that the first plaintiffs give notice of the meeting in accordance with r 75-225 and r 75-15 of the Insolvency Practice Rules (Corporations) 2016 (Cth).

Pursuant to s 90-15 of the Insolvency Practice Schedule (Corporations), being Schedule 2 of the Corporations Act (IPS), the first plaintiffs are justified in requiring that any creditors of the Clough Companies who intend to vote at the Second Meetings must register with the Halo Platform by no later than three business days before the Second Meetings are held.

Subject to orders 6 and 7 below, pursuant to s 80-55(5)(b) and s 90-15(1) of the IPS, leave be granted to the members of the Committee of Inspection to derive a profit or advantage from the external administration of each of the Clough Companies.
No leave be granted for the members of the Committee of Inspection to receive any gift or remuneration from the external administration of any of the Clough Companies by reason of their position as a member of the Committee of Inspection.
Pursuant to s 90-15 of the IPS, the first plaintiffs are to: (a) keep a schedule noting each agreement entered into by the first plaintiffs on behalf of any of the Clough Companies with a member of the Committee of Inspection or any related entity of a member; and (b) provide an update to the Committee of Inspection, at each of its meetings, as to each of such agreements that the first plaintiffs have entered into on behalf of any of the Clough Companies

The first plaintiffs must take all reasonable steps to cause notice of these orders to be given, within one business day after the making of these orders, to: (a) the creditors (including persons or entities claiming to be creditors) of each of the Clough Companies, in the following manner: (i) where the creditor is a registered user on the Halo Platform, by publishing a notice via the Halo Platform; (ii) where the creditor is not a registered user on the Halo Platform but the first plaintiffs have an email address for a creditor, notifying each such creditor, via email, of the making of the orders and providing a link to a website where the creditor may download the orders and this interlocutory process; (iii) where a creditor is not a registered user on the Halo Platform and the first plaintiffs do not have an email address for a creditor but have a postal address for that creditor (or have received notification of non-delivery of a notice sent by email in accordance with (a)(ii) above), notifying each such creditor, via post, of the making of the orders and providing a link to a website where the creditor may download the orders and the originating process; and (iv) placing scanned, sealed copies of the orders and the originating process on the website maintained by the first plaintiffs at https://aurestructuring.deloitte-halo.com/clough; (b) the Australian Securities and Investments Commission; (c) the Deputy Commissioner of Taxation; and (d) the Attorney-General's Department (administering the Fair Entitlements Guarantee Scheme).

Any person who can demonstrate sufficient interest (including any creditor of any of the Clough Companies) for the purposes of modifying or discharging any order may have liberty to apply to the Court on three business days' notice to the first plaintiffs.
The first plaintiffs' costs and expenses of the application be costs in the administration of the Clough Companies, joint and severally. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

Administration of Clough Companies 1 On 13 December 2022 I heard and determined an application for various relief sought by the Administrators of the Clough Companies: Algeri (Administrator), in the matter of Murray & Roberts Pty Ltd (Administrators Appointed) [2022] FCA 1506 (Algeri (No 1)). 2 These reasons should be read with Algeri (No 1) and adopt the same defined terms utilised in those reasons. 3 The Administrators now seek further relief by way of: (1) an extension of time for convening the second meetings of creditors; (2) orders requiring creditors to register on the Halo Platform; (3) leave for committee of inspection members to derive a profit or advantage; and (4) certain ancillary orders. 4 The application is supported by an affidavit of one of the Administrators, David Orr, dated 19 December 2022. This is the third affidavit sworn by Mr Orr in the administration proceeding in this Court and I will refer to it as the Third Orr Affidavit.

Standard and extended date 5 The first meetings of the Clough Companies' creditors were held concurrently on 15 December 2022 (First Meetings). The creditors were informed that, given the likely timeframe involved in achieving successful sales, the Administrators intended to apply to the Court for an extension of the convening period. 6 The convening period for the second meetings of creditors in respect of the Clough Companies is the period of 25 business days beginning on the day after the administration began: s 439A(5)(a). That periods ends on 12 January 2023. The meetings must be held within five business days before, or within five business days after, that date: s 439A(2). The Administrators sought orders pursuant to s 439A(6) and s 447A that the convening period be extended to 17 February 2023. The Administrators also sought a 'Daisytek' order (named for the approach taken in In the matter of Daisytek Australia Pty Limited [2003] FCA 575) permitting them to hold the meetings at any time during the extended convening period, or within five business days after it, notwithstanding the terms of s 439A(2). Such an order gives administrators greater flexibility in that they can convene a meeting earlier if appropriate in the circumstances: Re Grocon Pty Ltd (admins apptd) (No 2) [2020] VSC 36 at [22] (Gardiner AsJ).

Principles 7 The Court has power to make orders extending the convening period under s 439A(6) and s 447A of the Act. 8 When considering an application to extend the convening period, the Court must have regard to the objects of Part 5.3A set out in s 435A and reach an appropriate balance between the expectation that an administration will be undertaken in a relatively speedy and summary manner with the need to ensure that the administration is not concluded without consideration of sensible and constructive options directed towards maximising the returns for creditors and any return for shareholders: Diamond Press Australia Limited [2001] NSWSC 313 at [10] (Barrett J). 9 The administrator's view on such an application is significant and, particularly where the administration is complex, it should carry weight: In the matter of Renex Holdings (Dandenong) 1 Pty Ltd (administrators appointed) [2015] NSWSC 2002 at [9] (Black J). 10 In considering an application for an extension, the court must take into account the detriment to third parties, including the suspension of rights and remedies of secured creditors, lessors, and others: Shaw and Albarran (Joint and Several Administrators of Home Art Building Group Pty Ltd) v Home Art Building Group Pty Ltd (Administrators Appointed) [2016] WASC 274 (Beech J), where the principles are summarised at [18]. 11 The court has recognised that interests of creditors can be prejudiced not only by delay but also by the convening of premature meetings, where the administrator has been unable to obtain adequate information for the preparation of the administrators' report in a form enabling creditors to make an informed decision: In the matter of Harrisons Pharmacy Pty Limited (Administrators Appointed) (Receivers and Managers Appointed) [2013] FCA 458 at [13] (Farrell J) and the cases there cited. 12 In In the matter of Riviera Group Pty Ltd (admins apptd) (recs and mgrs apptd) [2009] NSWSC 585 at [13], Austin J identified the following relevant categories of cases in which an extension had been granted: (a) where the extension will allow the sale of the business as a going concern; (b) where the size and scope of the business in administration is substantial; and (c) more generally, where additional time is likely to enhance the return for unsecured creditors. 13 In Mighty River International Limited v Hughes [2018] HCA 38; (2018) 265 CLR 480, Nettle and Gordon JJ (in dissent, but not relevantly in this respect) cited many of the authorities in the area and observed: [73] Generally speaking, courts have been disposed to grant substantial extensions in cases where the administration has been complicated by, for example, the size and scope of the business, substantial offshore activities, large numbers of employees with complex entitlements, complex corporate structures and intercompany loans, and complex recovery proceedings, and, more generally, where the additional time is likely to enhance the return to unsecured creditors. Provided the evidentiary case for extension has been properly prepared, there has been no evidence of material prejudice to those affected by the moratorium imposed by the administration, and the administrator's estimate of time has had a reasonable basis, the courts have tended to grant extensions for the periods sought by administrators. (footnote omitted) 14 The principles have also been collected and applied more recently in this Court in Strawbridge, in the matter of Virgin Australia Holdings Ltd (administrators appointed) (No 2) [2020] FCA 717 at [64] (Middleton J); and Algeri, in the matter of WBHO Australia Pty Ltd (Administrators Appointed) (No 2) [2022] FCA 234 at [16]-[17] (Beach J). I also set out the above principles in Nipps (Administrator) v Remagen Lend ADA Pty Ltd, in the matter of Adaman Resources Pty Ltd (Administrators Appointed) (No 2) [2021] FCA 577 at [15]-[22].

Work undertaken since Algeri (No 1) 15 In assessing whether an extension of time should be granted, it is relevant to have some regard to the nature and intensity of work that it has been necessary for the Administrators to undertake since their appointment and during the limited period prescribed by the legislation.

Key tasks 16 Mr Orr explains in his affidavit that the Administrators have undertaken the following significant tasks: (a) entered into discussions with clients, joint venture and alliance partners and principals as to covering ongoing employee costs and overheads associated with the Clough Companies' operations; (b) engaged with the principals and joint venture or consortium partners in respect of the Major Projects, with a view to securing the ongoing performance of works on those projects; (c) caused the Clough companies to execute the Works Continuation Agreements referred to in Algeri (No 1) at [36]; (d) engaged with a wide variety of suppliers and subcontractors in relation to the terms upon which they would be prepared to continue providing works, services and goods to the Clough Companies for the Major Projects; (e) put in place processes to facilitate the transfer of monies from joint venture bank accounts to subcontractors and suppliers, in order to continue business as usual for two particular Active Projects; (f) applied to this Court for orders to, amongst other things, limit the Administrators' personal liability in respect of certain specific purchase orders to be issued and agreements to be entered into by the Administrators, as referred to in Algeri (No 1) at [38] and [52]-[55]; (g) commenced the sale process, described more fully below; and (h) entered into an agreement with Webuild S.p.A (Webuild) in respect of the acquisition of assets comprising the Clough Companies' Australian business and certain Active Projects, including its share in the 'Snowy Hydro 2.0' project and the ARTC Inland Rail project, where Webuild is the existing business partner of the relevant Clough Company, as noted in Algeri (No 1) at [28] (Webuild Agreement).

First Meetings 17 The Administrators prepared for and conducted the First Meetings of creditors for the Clough Companies on 15 December 2022. The First Meetings were held virtually utilising the Halo Platform as anticipated in Algeri (No 1). Mr Orr states that the Administrators discussed the following matters with creditors at the meeting: (a) the purpose of the administrations of the Clough Companies; (b) an overview of the corporate structure of the Clough Companies and the Major Projects; (c) an update on the administrations of the Clough Companies and a timeline; (d) the nature of the 13 December 2022 orders the subject of Algeri (No 1); (e) the role of the Administrators; (f) the actions undertaken since their appointment; (g) the sale or restructure of the Business of the Clough Companies; (h) committee of inspection nominations and voting; (i) further questions and answers from creditors; and (j) the Administrators' intention to seek the orders the subject of this application.

Sale process 18 Perhaps due to the confidential nature of the sale process in hand, the Administrators' evidence as to that process was put by Mr Orr at a general level. He states that: Given the size, scale and complexity of the Clough Companies and their Active Projects, the Administrators have, following their appointment, engaged in a sale process that has involved (amongst other things): (a) identifying potential bidders with the sophistication, financial capacity, industry experience and interest in assets of this nature, noting the Administrators have been assisted by the fact that there was a previous sale process prior to the Appointment Date which involved a number of bidders of this nature; (b) considering the engagement of appropriate sales advisors and establishing and maintaining an appropriate dataroom for bidders to conduct due diligence in relation to the Clough Companies; and (c) engaging with, fielding inquiries from and negotiating offers with different potential bidders who are interested in acquiring some or all of the Clough Companies and/or their assets, whether by way of asset sale or deed of company arrangement (DOCA). 19 Mr Orr said that based on the level of engagement from potential bidders to date, he believes there is genuine interest from bidders who are suitably qualified to acquire some or all of the Clough Companies or their assets. There has been progress in that regard already by way of execution of the Webuild Agreement.

Webuild Agreement 20 Information about the Webuild Agreement has been publicly disclosed by media release made by the Administrators on 14 December 2022. An exclusivity period under that agreement for the purpose of defining and agreeing the final contract is due to expire at midnight on 21 December 2022. Webuild had been in extensive negotiations with MRPL (the second plaintiff) with respect to a potential transaction prior to the appointment of the Administrators and so had already undertaken due diligence. It can be accepted for current purposes that finalising the contract and moving towards completion of an acquisition of that proposed nature will be complex and time consuming.

Reasons for extension 21 Based on Mr Orr's evidence, the Administrators seek the extension of time for the following reasons. 22 The administration of the Clough Companies is highly complex due to: the scale and nature of the affairs of the Business; the fact that the Administrators are causing some of the Clough Companies to continue to trade with respect to some of the Active Projects; the number of entities in administration; and the diverse nature and geographic location of projects, employees, creditors, sureties, financiers and other stakeholders. 23 The Administrators do not anticipate that any sale process for a part or the whole of the Business, or novation of particular projects, will be completed until after the statutory date of 19 January 2023. As to the Webuild Agreement, Mr Orr expects the completion of the final contract will likely take time beyond the expiration of the current convening period. This is particularly so in circumstances where the precise structure of the transaction contemplated by the Webuild Agreement (whether an asset sale agreement, deed of company arrangement (DOCA) or both) is not yet certain. 24 The Administrators are still assessing the implications of the Webuild Agreement on the broader sale process in respect of the Clough Companies and how those companies and their assets might become the subject of separate transactions. Such transactions may involve separate asset sales, DOCAs (or a combination of both) or project handover agreements. 25 The Administrators' report and requisite opinion required by r 75-225(3) of the Insolvency Practice Rules (Corporations) 2016 (Cth) must provide appropriate information to creditors about the Clough Companies' business, property, affairs and financial circumstances together with notice of the second meetings, and is to be provided no later than five business days before the second meetings. Having regard to the complexity of the administrations and the status of the sale process, Mr Orr deposes to the need for more time to prepare a report with properly formed recommendations of the Administrators that would comply with r 75-225. 26 The Administrators consider it would be in the best interests of the Clough Companies' creditors for the convening period to be extended by a period of up to one month in light of these matters. 27 Mr Orr states that the additional time would enable an orderly process for the sale of some or all of the Clough Companies' businesses as going concerns to be carried out and completed. If such a sale process is successful, it would likely preserve existing relationships with employees, creditors, sureties and other stakeholders of the Clough Companies and increase the likelihood that employees will retain their jobs. 28 In particular, the additional time will facilitate a proper negotiation process with Webuild. If the extension to the convening period is not granted, the Administrators would be required to negotiate any sale process during the Christmas and New Year holiday period, with the associated staff unavailability and shutdown periods. 29 The Administrators also require more time to negotiate with relevant stakeholders for the other Active Projects and contracts. The outcome of these negotiations could materially impact the size of the creditor pool. 30 The Administrators consider there is a prospect that more than one DOCA may be proposed in respect of the different Clough Companies. If such proposals are forthcoming, and it is considered to be in the best interests of creditors, time will be required for any DOCA to be negotiated, considered and then presented to creditors at the second meetings. 31 Mr Orr also explains in his affidavit that the time of year creates difficulties for the Administrators. Important stakeholders who are required to assist with the sale and information gathering tasks referred to are not available. In particular, the period from now until 19 January 2023 is likely to involve at least some unavailability on the part of principals, creditors, sureties, financiers and other stakeholders. Additionally, the Clough Companies' head office closes on 16 December 2022 and does not reopen until 3 January 2023, meaning key employees will be unavailable. Several of the Major Project sites have shut-down periods between now and 19 January 2023. All of these factors will make completing the tasks required prior to the second meetings more difficult. 32 If no extension is granted the Administrators would be placed in the position that the second meetings would proceed, but the Administrators would inevitably recommend that it be adjourned until the necessary work and investigations can be undertaken. This would require the Administrators in effect to convene two second meetings and prepare two reports to creditors, and would result in substantial (avoidable) expenditure of creditor funds. 33 The Administrators have considered whether any specific prejudice might arise from the course proposed. Mr Orr states that he does not believe that immediate liquidation, as opposed to extending the convening period, would produce a better outcome, including with respect to the ability of the Clough Companies to pay employee entitlements. He states that it is likely that, in a sale or sales of the businesses (including by DOCA), many employees will be retained, a course which would enhance continuity of employment and reduce the Companies' potential liability to employees. This would reduce the size of the overall creditor pool. As to specific Active Projects which may not be subject to a sale process, the Administrators are seeking to negotiate the transfer of project specific contracts and employees to principals, joint venture partners or new contractors including the assumption of any accrued employee entitlements. 34 It is the view of the Administrators, expressed through Mr Orr, that to the extent there is limited prejudice that might flow from the extension of the convening period, it is 'greatly outweighed' by the potential benefits to the creditors, in terms of considering a properly formulated report to creditors, having the chance to properly quantify claims and lodge proofs of debt so as to participate in the second meetings, and the prospect of the completion of sale processes and related negotiations.

Extension appropriate 35 In my view this is an example of a large and complex administration where an extension of the convening period for the second meetings is clearly justified and appropriate. The matters raised by the Administrators to which I have referred above are all relevant and cumulatively are compelling. The Administrators have moved quickly to attempt to secure a deal with Webuild, whist trading on in other areas and undertaking the many tasks required in an administration of this scale. The extension sought is, in the circumstances, relatively modest. 36 The Third Orr Affidavit (read with the First Orr Affidavit) provides the evidentiary case for the requested extension. There is no evidence of material prejudice to those affected by the extension. There was full disclosure to creditors at the First Meetings of the intention to seek the extension. Rather than being prejudicial, the extension would seem to be in the interests of the various stakeholders, having regard to the constructive options that are being considered by the Administrators in terms of sale processes, all of which are directed towards maximising the returns for creditors, including employees. The purpose of the extension falls squarely within the principles set out in Riviera Group Pty Ltd. 37 The Administrators' estimate of time has a reasonable basis, and I accept that it is appropriate to give weight to the Administrators' views as to the appropriate length of any extension. 38 For those reasons there will be an extension of the period within which the Administrators must convene the second meetings of creditors in respect of each of the Clough Companies under s 439A of the Act to 17 February 2023. There will also be a Daisytek order to facilitate any prospect of convening the meeting earlier than the latest possible date.

Halo Platform and second meetings 39 I discussed the operation of the Halo Platform in Algeri (No 1) at [75]-[76]. Mr Orr deposes to the fact that as at 19 December 2022 some 2,845 creditors have registered on the Halo Platform. 40 The Administrators seek a direction under s 90-15 of the Insolvency Practice Schedule (Corporations), being Schedule 2 of the Corporations Act (IPS), that they are justified in requiring that any creditors of the Clough Companies who intend to vote at the second meetings of creditors must register with the Halo Platform by no later than three business days before the second meetings. The principles for making directions of this procedural nature under s 90-15 were discussed in Algeri (No 1) at [85]-[88]. 41 Use of the Halo Platform for the proof of debt process has been endorsed by the Court, for the reasons set out in Algeri (No 1) at [89]-[93]. Further, a direction that proofs are to be filed no later than three business days prior to the second meetings is appropriate, having regard to the large number of proofs to be adjudicated for voting purposes and the inevitable time which must be invested by the Administrators and their staff in order to carry out that task. 42 There will be a direction to that effect.

Leave for Committee of Inspection member to derive profit or advantage 43 In Algeri (No 1) I made orders facilitating the formation of a single committee of inspection for all of the Clough Companies: at [96]-[100]. 44 Mr Orr deposes to the formation of a Committee of Inspection following the First Meetings, consistent with those directions. 45 The Administrators now seek an order pursuant to s 80-55(5)(b) and s 90-15 of the IPS that leave be granted to the members of the Committee of Inspection to derive a profit or advantage from the external administration of each of the Clough Companies. 46 Whether such orders should be made was considered by Middleton J in Strawbridge, in the matter of Virgin Australia Holdings Ltd (administrators appointed) (No 2). His Honour explained the reasons for restrictions on members of a committee of inspection receiving profits, based on their provenance in committees in liquidations, where because of the nature of a liquidation a company usually no longer trades. In contrast, in an administration, it is not uncommon for trading to continue in the interests of creditors, and such trading may involve committee members. His Honour explained as follows: [178] Section 80-55 of the IPSC, prohibits, without the approval of the creditors or the leave of the Court, a member of the Committee of Inspection deriving a profit or advantage from the company. The section operates broadly and the words 'profit or advantage' capture a transaction 'for or on account of' the company. [179] The statutory predecessors to that provision were s 551 of the Corporations Act and s 435 of the Companies Code 1982 (NSW) (and its equivalents). Those provisions applied when the company was being wound up and the proscriptive obligations imposed on committee members were consistent with the principle that members of committees of inspection are regarded as occupying fiduciary positions relative to the creditors, such that the section was directed to avoiding a conflict between interest and duty: Re F.T. Hawkins & Co., Ltd [1952] 2 All ER 467; In the matter of DH International Pty Ltd (in liq) (No 2) [2017] NSWSC 871 at [30], [34] (Gleeson JA). [180] However, the 2017 amendments to the Corporations Act, by the repeal of s 551 and the insertion of s 80-55 of the IPSC, have brought about a change to the practical operation of that provision. Previously, it operated only where the company was in liquidation; it now applies to an 'external administration', which includes where the company is under administration. [181] In an administration, the business of a company may continue to be traded; whereas, in a winding up, a company's business comes to an end as part of the realisation of all its assets. Thus, in the case of a winding up, there would not be the potential for ongoing dealings between the company and its creditors. But the position is often different in the case of an administration, where the business is continuing to trade. 47 In this case, the members of the Committee of Inspection represent some substantial creditors and include employees. Mr Orr states to the effect that it is inevitable that some of the members of the Committee of Inspection, in their capacity as creditors or contingent creditors, will be counterparties to ongoing negotiations during the administrations. This is so in respect of certain Major Projects, the continuation of works on Active Projects during the administrations; and any handovers of project works to a principal, joint venture partner or new builder. 48 Mr Orr states that in the absence of any order giving leave to those members, directly or indirectly, to derive any profit or advantage from the administrations, the Administrators are concerned that the negotiation of ongoing arrangements with creditors and potential purchasers of the businesses may be hampered. 49 In Strawbridge, in the matter of Virgin Australia Holdings Ltd (administrators appointed) (No 2), Middleton J expressed (at [187]) concerns about the breadth of the particular orders proposed, which had the potential to 'operate with great amplitude, [and] basically sought leave on an open ended basis'. His Honour had no difficulty with the beneficial character of the proposed orders in general, but required refinements. 50 In this case, the Administrators have clearly had regard to Middleton J's comments and have proposed orders that include similar refinements to those anticipated by Middleton J. In particular the proposed orders: provide that no leave is granted for members of the Committee of Inspection to receive any gift or remuneration from the administration of the Clough Companies; require the Administrators to keep a schedule of each agreement entered into by the Administrators on behalf of any of the Clough Companies with a member of the Committee of Inspection or any related entity of a member; and require that the Administrators provide an update to the Committee of Inspection, at each of its meetings, as to each agreement that the Administrators have entered into on behalf of any of the Clough Companies with a member of the Committee of Inspection. 51 I consider that in the circumstances of this administration, with the number of entities continuing to trade and the sale process well underway, it is appropriate that such orders be made. It is in the interests of creditors that the Administrators be in a position to enter into transactions with the members of the Committee of Inspection on the terms and with the disclosures provided.

Notice of hearing 52 For completeness, I record that an affidavit of Samuel Dundas of King & Wood Mallesons affirmed 21 December 2022 was filed in support of this application for orders and directions, addressing notice of the hearing. 53 I accept that Mr Dundas ensured that advance notice of this hearing and the relief sought was given to each of the Secured Parties, the Australian and Securities Investment Commission, the Australian Taxation Office, the Commonwealth Department of Employment and Workplace Relations and the members of the Committee of Inspection. None sought to oppose the orders sought or to appear at the hearing. 54 Mr Dundas also confirmed that on 20 December 2022 an email was sent to creditors who had registered on the Halo Platform providing them with a link to access the application as filed and information about the hearing. That information included the link by which the creditors (and the public) were able to observe the hearing before me virtually. 55 I am satisfied that the relevant stakeholders had notice of today's hearing.

Ancillary orders 56 The Administrators also seek directions addressing the manner in which notice of these orders is to be given to creditors, and preserving liberty to apply to interested parties. Those directions are routine and will be made. There will also be an order that the costs of the application be costs in the administration of the Clough Companies, jointly and severally. I certify that the preceding fifty-six (56) numbered paragraphs are a true copy of the Reasons for Judgment of the Honourable Justice Banks-Smith.

SCHEDULE OF PARTIES WAD 256 of 2022 Plaintiffs Second Plaintiff: MURRAY & ROBERTS PTY LTD (ADMINISTRATORS APPOINTED) (ACN 105 617 865) Third Plaintiff: CLOUGH LIMITED (ADMINISTRATORS APPOINTED) (ACN 008 678 813) Fourth Plaintiff: CLOUGH OPERATIONS PTY LTD (ADMINISTRATORS APPOINTED) (ACN 109 444 279) Fifth Plaintiff: CLOUGH OVERSEAS PTY LTD (ADMINISTRATORS APPOINTED) (ACN 067 272 182) Sixth Plaintiff: CLOUGH SEAM GAS PTY LTD (ADMINISTRATORS APPOINTED) (ACN 139 610 656) Seventh Plaintiff: CLOUGH ENGINEERING & INTEGRATED SOLUTIONS (CEIS) PTY LTD (ADMINISTRATORS APPOINTED) (ACN 097 480 736) Eighth Plaintiff: E20 PTY LTD (ADMINISTRATORS APPOINTED) (ACN 125 234 924) Ninth Plaintiff: SHARP RESOURCES PTY LTD (ADMINISTRATORS APPOINTED) (ACN 166 613 127) Tenth Plaintiff: CLOUGH PROJECTS PTY LTD (ADMINISTRATORS APPOINTED) (ACN 109 444 831) Eleventh Plaintiff: CLOUGH ENGINEERING PTY LTD (ADMINISTRATORS APPOINTED) (ACN 009 093 869) Twelfth Plaintiff: CLOUGH PROJECTS INTERNATIONAL PTY LTD (ADMINISTRATORS APPOINTED) (ACN 109 444 902) Thirteenth Plaintiff: CLOUGH PROJECTS AUSTRALIA PTY LTD (ADMINISTRATORS APPOINTED) (ACN 109 444 215)

Corporations Act 2001(Cth)ss 435A, 439A, 447A, Part

At a glance

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Judgment (25 paragraphs)

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