Freeman, in the matter of Regional Express Holdings Ltd (administrators appointed) (No 6) [2025] FCA 1312 (24 October 2025)

Freeman, in the matter of Regional Express Holdings Ltd (administrators appointed) (No 3) [2024] FCA 1394

Freeman, in the matter of Regional Express Holdings Ltd (administrators appointed) (No 4) [2025] FCA 385

Freeman, in the matter of Regional Express Holdings Ltd (administrators appointed) (No 5) [2025] FCA 685

John J Starr (Real Estate) Pty Ltd v Andrew (Australasia) Pty Ltd (1991) 6 ACSR 63

Re Adams International Food Traders Pty Ltd (1988) 13 NSWLR 282

Re Ansett Australia Ltd [2006] FCA 277; 151 FCR 41

Re Chevron Furnishers Pty Ltd [1994] 2 Qd R 475

Re Direct Acceptance Corporation Ltd (1987) 5 ACLC 1037

Re Ryde Ex-Services Memorial Community Club Ltd [2015] NSWSC 226; 33 ACLC 15-002

IN THE MATTER OF REGIONAL EXPRESS HOLDINGS LTD (ADMINISTRATORS APPOINTED)

SAMUEL FREEMAN, JUSTIN WALSH AND ADAM NIKITINS IN THEIR CAPACITY AS JOINT AND SEVERAL ADMINISTRATORS OF EACH OF THE SECOND TO SIXTH PLAINTIFFS

REGIONAL EXPRESS HOLDINGS LTD (ADMINISTRATORS APPOINTED)

AIR PARTNERS PTY LTD (ADMINISTRATORS APPOINTED) (and others named in the Schedule)

1. Pursuant to s 447A(1) of the Corporations Act 2001 (Cth), Pt 5.3A of the Corporations Act is to operate in relation to the first plaintiffs (Administrators) and the second to sixth plaintiffs (Rex Companies) as if s 443A(1) of the Corporations Act provides that:

(a) any liabilities of the Administrators incurred with respect to any obligations arising out of, or in connection with, the Further Amended Commonwealth Loan Agreement (as defined in the affidavit of Samuel John Freeman affirmed 22 October 2025 (Freeman Affidavit)), including monies borrowed, interest incurred in respect of monies borrowed and borrowing costs, are in the nature of debts incurred by the Administrators in the performance and exercise of their functions as joint and several administrators of the Rex Group; and

(b) notwithstanding that the liabilities in subparagraph (a) are debts or liabilities incurred by the Administrators in the performance and exercise of their functions as joint and several administrators of the Rex Group, if the property and assets of the Rex Group are insufficient to satisfy these debts and liabilities, such that the indemnity under s 443D of the Corporations Act is insufficient to meet any amount for which the Administrators may be liable, then the Administrators will not be personally liable to repay such debts or satisfy such liabilities to the extent of that insufficiency.

1. Until the conclusion of the administration of the Rex Companies or further order of the Court, pursuant to s 37AF(1)(b)(i) of the Federal Court of Australia Act 1976 (Cth) (Federal Court Act), on the ground stated in s 37AG(1)(a) of the Federal Court Act, being that the order is necessary to prevent prejudice to the proper administration of justice:

(a) paragraphs 20(a), 20(c) and 28(b) of the Freeman Affidavit; and

(b) Confidential Exhibit SJF-14 exhibited to that affidavit,

be kept confidential and be prohibited from disclosure to any person other than to:

(c) a Judge of the Court and that Judge's personal staff and assistants;

(d) the plaintiffs and their legal representatives; and

(e) the Commonwealth of Australia and its legal representatives.

1. The Administrators take all reasonable steps to cause notice of the Court's orders to be given, within one business day of the making of the orders to:

(a) creditors (including persons or entities claiming to be creditors) of the Rex Companies, in accordance with order 4 of the orders made on 6 August 2024; and

(b) the Australian Securities and Investments Commission.

1. Liberty be granted to any person demonstrating a sufficient interest to apply to vary or discharge any orders made above, on reasonable written notice being given to the plaintiffs and to the Court.
2. The plaintiffs' costs of the application be treated as costs in the administrations of each of the Rex Companies, jointly and severally.
3. Order 15 of the orders made on 23 August 2024 be vacated.
4. Pursuant to s 90-15 of the Insolvency Practice Schedule (Corporations), the requirements of r 75-75(1) of the Insolvency Practice Rules (Corporations) 2016 (Cth) may be taken to be satisfied, in the case of the Rex Companies, if:

(a) the Administrators hold the the second meetings of the creditors of each of the Rex Companies required under s 439A of the Corporations Act (Second Meetings) via audio-visual conference technology, such as (but not limited to) Microsoft Teams, with the details of the audio-visual conference to be provided by a notice to creditors (including persons or entities claiming to be creditors) of the Rex Companies in accordance with order 4 of the orders made on 6 August 2024 (6 August Orders);

(b) the Administrators conduct a virtual meeting by way of a live stream format, where participants are able to participate in the meeting by way of a written live chat function, but where the participants cannot orally address the meeting unless the chairperson considers that to allow oral participation will be practical and will not cause the meeting to be unmanageable;

(c) the Administrators have given a notice to creditors (including persons or entities claiming to be creditors) of the Rex Companies (in accordance with order 4 of the 6 August Orders) that specifies that questions, requests for information, or comments that they wish to raise, or any resolutions that they wish to propose, at the Second Meetings should be submitted, to the extent possible, to the Administrators by midday on the day that is two business days before the Second Meetings; and

(d) the Administrators:

(i) answer or address at the Second Meetings, as far as practicable, questions, requests for information, or comments submitted by creditors prior to midday on the day that is two business days before the Second Meetings, for a period of not less than two hours or until all such questions, requests for information and comments have been responded to (whichever occurs sooner); and

(ii) otherwise may, but are not required at the Second Meetings to, answer or address any questions, requests for information, or comments submitted by creditors after midday on the day that is two business days before the Second Meetings.

IN THE MATTER OF REX FLYER PTY LTD (ADMINISTRATORS APPOINTED)

SAMUEL FREEMAN, JUSTIN WALSH AND ADAM NIKITINS IN THEIR CAPACITY AS JOINT AND SEVERAL ADMINISTRATORS OF EACH OF THE SECOND TO FIFTH PLAINTIFFS

AUSTRALIAN AERO PROPELLER MAINTENANCE PTY LTD (ADMINISTRATORS APPOINTED) (and others named in the Schedule)

1. Pursuant to s 447A of the Corporations Act 2001 (Cth) and/or s 90-15 of the Insolvency Practice Schedule (Corporations) (IPSC), Pt 5.3A of the Corporations Act is to operate, nunc pro tunc, in relation to each of the second to fifth plaintiffs (together, Additional Rex Companies) as if any notice required to be given pursuant to rr 75-15 and 75-225(1) of the Insolvency Practice Rules (Corporations) 2016 (Cth) (IPR) has been or will be validly given to creditors of the Additional Rex Companies by reason of the following steps having been taken at least five business days prior to the date of the proposed meeting:

(a) where the first plaintiffs (Administrators) have an email address for a creditor (including persons or entities claiming to be creditors), by sending the notice by email to each such creditor, irrespective of whether the creditor has nominated to receive electronic notifications of documents;

(b) where the Administrators do not have an email address for a creditor (including persons or entities claiming to be creditors), but have a postal address for that creditor, by sending the notice by post to each such creditor;

(c) by publishing the notice on the Australian Securities and Investments Commission (ASIC) published notices website appearing at https://publishednotices.asic.gov.au; and

(d) by publishing the notice on the creditor portal maintained by the Administrators accessible on the website www.rex.com.au, www.aapa.net.au/index.html and www.aapm-mro.com (Creditor Portal).

1A. Pursuant to s 447A(1) of the Corporations Act and/or s 90-15 of the IPSC, the periods specified in s 436E(3)(a) of the Corporations Act and r 70-30(3)(b) of the IPR be abridged nunc pro tunc to three business days for those creditors of the second plaintiff (Rex Flyer) who are members of the Rex Flyer Program with a positive frequent flyer points balance.

1. Pursuant to s 447A(1) of the Corporations Act and/or s 90-15 of the IPSC, if, pursuant to any provision in any of Pt 5.3A of the Corporations Act, Pt 5.3A of the Corporations Regulations 2001 (Cth), the IPSC, or the IPR, the Administrators are required to provide any other notification to creditors during the administration of each of the Additional Rex Companies, the applicable notice requirements will be satisfied if the Administrators give such notice by taking the following steps:

(a) where the Administrators have an email address for a creditor (including persons or entities claiming to be creditors), by sending the notice by email to each such creditor, irrespective of whether the creditor has nominated to receive electronic notifications of documents;

(b) where the Administrators do not have an email address for a creditor (including persons or entities claiming to be creditors), but have a postal address for that creditor, by sending the Notice by post to each such creditor;

(c) to the extent the matter relates to a meeting that is the subject of r 75-40(4) of the IPR, by causing notice of the meeting to be published on the ASIC published notices website at https://insolvencynotices.asic.gov.au; and

(d) by publishing the notice on the Creditor Portal.

1. Pursuant to s 447A of the Corporations Act and/or s 90-15 of the IPSC, Pt 5.3A of the Corporations Act is to operate, in relation to the meeting required to be held under s 436E of the Corporations Act for each of the Additional Rex Companies (First Meeting), so that the requirement to provide persons attending a virtual meeting with a reasonable opportunity to participate under r 75-75(1) of the IPR will be satisfied where:

(a) the Administrators conduct a virtual meeting by way of a live stream format, where participants are able to participate in the meeting by way of a written live chat function, but cannot orally address the meeting unless the Chairperson considers that to allow oral participation will be practical and will not cause the meeting to be unmanageable;

(b) the Administrators have given a notice to creditors of the Additional Rex Companies that specifies that:

(i) questions, requests for information, or comments that they wish to raise, or any resolutions that they wish to propose, at the First Meeting should be submitted, to the extent possible, to the Administrators by midday on 27 October 2025; and

(ii) general proxies or special proxies appointing a person on behalf of a creditor must be submitted to the Administrators by midday on 27 October 2025; and

(c) the Administrators:

(i) answer or address at the First Meeting, as far as practicable, questions, requests for information, or comments submitted by creditors prior to midday on 27 October 2025, for a period of not less than one (1) hour or until all such questions, requests for information and comments have been responded to (whichever occurs sooner); and

(ii) may, but are not required at the First Meeting to, answer or address any questions, requests for information, or comments submitted by creditors after midday on 27 October 2025.

1. Within five business days of the First Meeting, the Administrators are to publish on the Creditor Portal information generally responding to the topics raised in any questions, requests for information and comments received prior to or during the First Meeting which are not in substance addressed at the First Meeting.

Extension of time to respond to creditor requests

1. Pursuant to s 447A(1) of the Corporations Act and/or s 90-15 of the IPSC, r 70-1(2)(a) of the IPR is to operate in relation to the Additional Rex Companies as if:

(a) the words '5 business days after receiving the request' be read as '10 business days after receiving the request'; and

(b) the Administrators may provide the information, report or document requested by a creditor by publishing that information, report or document on the Creditor Portal.

Extension of convening period and convening the second meetings at any time

1. Pursuant to s 439A(6) of the Corporations Act, the convening period (as defined in s 439A(5)(b) of the Corporations Act) within which the Administrators must convene the second meeting of creditors in respect of each of the Additional Rex Companies be extended up to and including 5 December 2025.
2. Pursuant to s 447A of the Corporations Act, Pt 5.3A of the Corporations Act is to operate in relation to the Additional Rex Companies such that, notwithstanding the provisions in s 439A(2) of the Corporations Act, the second meetings of the creditors of each of the Additional Rex Companies required under s 439A of the Corporations Act (Second Meetings) may be convened and held at any time during, or within, five business days after the end of, the convening period as extended by order 6 above, provided that the Administrators give notice of the meeting to creditors of each of the Additional Rex Companies (including the persons or entities claiming to be creditors of the Additional Rex Companies) at least five business days before the meeting.

1. Pursuant to s 90-15 of the IPSC, the Administrators would be justified in permitting only those persons who have lodged particulars of a debt or claim in the administration of one or more of the Additional Rex Companies, and by no later than midday on the second business day before the Second Meetings are held (POD Lodgement Date), to participate and vote in respect of the resolutions to be determined at the Second Meetings.
2. Pursuant to s 90-15 of the IPSC, in respect of any debt or claim submitted by a person to the Administrators in respect of the Additional Rex Companies, the Administrators are justified in disregarding for voting purposes any such debt or claim (or particulars thereof) that is lodged after the expiry of the POD Lodgement Date.
3. Pursuant to s 90-15 of the IPSC, the IPR are to operate in relation to the Additional Rex Companies such that persons (or their proxy or attorney) may not at any time after the POD Lodgement Date, without the express written consent of the Administrators, amend or replace any proof of debt.
4. Pursuant to s 447A of the Corporations Act and/or s 90-15 of the IPSC, Pt 5.3A of the Corporations Act (and r 75-150 of the IPR) is to operate in relation to the Additional Rex Companies such that a person appointed as a proxy, by a person otherwise entitled to vote at the Second Meetings, will not be entitled to vote, unless:

(a) in the case of a person appointed by special proxy, that special proxy has been received by the Administrators by no later than midday on the second business day before the Second Meetings; or

(b) in the case of a person appointed by general proxy, that general proxy names either an Administrator or the chairperson of the meeting as the person appointed as proxy and has been received by the Administrators by no later than midday on the second business day before the Second Meetings,

1. Pursuant to s 90-15 of the IPSC, in respect of any appointment of proxy forms submitted by a person to the Administrators in respect of the Additional Rex Companies, the Administrators are justified in disregarding any such proposed appointment of proxy that is lodged after the expiry of the Proxy Lodgement Date.
2. Pursuant to s 90-15 of the IPSC, the IPR are to operate in relation to the Additional Rex Companies such that the requirements of a person to:

(a) lodge particulars of a debt or claim for the purposes of r 75-85(3)(b) of the IPR;

(b) provide an instrument of appointment of proxy pursuant to r 75-150(3) of the IPR; and

(c) provide an instrument evidencing the appointment of a power of attorney pursuant to r 75-155(2) of the IPR,

in order to establish an entitlement to vote at the Second Meetings may only be satisfied by a person submitting a claim lodged on the creditor portal maintained by the Administrators accessible on the Creditor Portal prior to the expiry of the POD Lodgement Date (in the case of subparagraph (a)) and the Proxy Lodgement Date (in the case of subparagraphs (b) and (c)).

1. Pursuant to s 447A of the Corporations Act and/or s 90-15 of the IPSC, Pt 5.3A of the Corporations Act is to operate in relation to the Additional Rex Companies such that where a person has appointed one of the Administrators as general proxy, and that Administrator is not present at a meeting and/or is not chairing the meeting, the chairperson is treated as that Administrator's deputy in accordance with r 75-152(2) of the IPR.
2. Pursuant to s 90-15 of the IPSC, the IPR are to operate in relation to the Additional Rex Companies such that all resolutions to be determined at the Second Meetings are to be decided by a poll and voted on electronically by creditors or, if relevant, their proxies or attorneys.
3. Pursuant to s 90-15 of the IPSC, the Administrators would be justified in counting, on any poll taken during the Second Meetings, all votes lodged by creditors (by proxy or otherwise), regardless of whether it can be shown that those creditors (or their proxy or attorney) were present at the Second Meetings.
4. Pursuant to s 90-15 of the IPSC, the requirement of r 75-75(4)(b) of the IPR may be taken to be satisfied, in the case of the Additional Rex Companies, by the provision to creditors (including persons or entities claiming to be creditors) of the Additional Rex Companies of notice of the method and time for voting no less than five business days before the date of the Second Meetings, with such notice to be in accordance with order 2 above.
5. Pursuant to s 90-15 of the IPSC, the requirements of r 75-75(1) of the IPR may be taken to be satisfied, in the case of the Additional Rex Companies, if:

(a) the Administrators hold the Second Meetings via audio-visual conference technology, such as (but not limited to) Microsoft Teams, with the details of the audio-visual conference to be provided by a notice to creditors (including persons or entities claiming to be creditors) of the Additional Rex Companies in accordance with order 2 above;

(b) the Administrators conduct a virtual meeting by way of a live stream format, where participants are able to participate in the meeting by way of a written live chat function, but where the participants cannot orally address the meeting unless the chairperson considers that to allow oral participation will be practical and will not cause the meeting to be unmanageable;

(c) the Administrators have given a notice to creditors (including persons or entities claiming to be creditors) of the Additional Rex Companies (in accordance with order 2 above) that specifies that questions, requests for information, or comments that they wish to raise, or any resolutions that they wish to propose, at the Second Meetings should be submitted, to the extent possible, to the Administrators by midday on the day that is two business days before the Second Meetings; and

(d) the Administrators:

(i) answer or address at the Second Meetings, as far as practicable, questions, requests for information, or comments submitted by creditors prior to midday on the day that is two business days before the Second Meetings, for a period of not less than two hours or until all such questions, requests for information and comments have been responded to (whichever occurs sooner); and

(ii) otherwise may, but are not required at the Second Meetings to, answer or address any questions, requests for information, or comments submitted by creditors after midday on the day that is two business days before the Second Meetings.

Limitation of Administrators' liability - Further Amended Commonwealth facility Agreement and Rex Flyer Program

1. Pursuant to s 447A(1) of the Corporations Act, Pt 5.3A of the Corporations Act is to operate, in relation to the Administrators and the Additional Rex Companies as if s 443A(1) of the Corporations Act provides that:

(a) any liabilities of the Administrators incurred with respect to any obligations arising out of, or in connection with the Further Amended Commonwealth Facility Agreement (as defined in the affidavit of Samuel John Freeman affirmed 22 October 2025 (Freeman Affidavit)) including monies borrowed, interest incurred in respect of monies borrowed and borrowing costs are in the nature of debts incurred by the Administrators in the performance and exercise of their functions as joint and several administrators of the Rex Group (as defined in the Freeman Affidavit); and

(b) notwithstanding that the liabilities in subparagraph (a) are debts or liabilities incurred by the Administrators in the performance and exercise of their functions as joint and several administrators of the Rex Group, if the property and assets of the Rex Group are insufficient to satisfy these debts and liabilities, such that the indemnity under s 443D of the Corporations Act is insufficient to meet any amount for which the Administrators may be liable, then the Administrators will not be personally liable to repay such debts or satisfy such liabilities to the extent of that insufficiency.

1. Pursuant to s 447A(1) of the Corporations Act, Pt 5.3A of the Corporations Act is to operate, in relation to the Administrators and Rex Flyer as if s 443A(1) of the Corporations Act provides that:

(a) any liabilities of the Administrators incurred with respect to any obligations arising out of, or in connection with the Rex Flyer Program including the accrual of "Rex Points" by members of the Rex Flyer Program, the provision of reward flights or other member benefits, the administration and maintenance of member accounts and status tiers and any contractual or promotional commitments to program partners (and including any variation to the terms of Rex Flyer Program), are in the nature of debts incurred by the Administrators in the performance and exercise of their functions as joint and several administrators of Rex Flyer; and

(b) notwithstanding that the liabilities in subparagraph (a) are debts or liabilities incurred by the Administrators in the performance and exercise of their functions as joint and several administrators of Rex Flyer, if the property and assets of Rex Flyer is insufficient to satisfy these debts and liabilities, such that the indemnity under s 443D of the Corporations Act is insufficient to meet any amount for which the Administrators may be liable, then the Administrators will not be personally liable to repay such debts or satisfy such liabilities to the extent of that insufficiency.

1. Pursuant to s 90-15 of the IPSC, the Administrators are justified in entering into and performing (and causing the Additional Rex Companies to enter into and perform) the Further Amended Commonwealth Facility Agreement.

1. Until the conclusion of the external administrations of the Additional Rex Companies or further order of the Court, pursuant to s 37AF(1)(b)(i) of the Federal Court of Australia Act 1976 (Cth), on the ground stated in s 37AG(1)(a), being that the order is necessary to prevent prejudice to the proper administration of justice:

(a) paragraphs 95(b), 95(c), 97(b), 97(c), 100(a), 100(c) and 108(b) of the Freeman Affidavit; and

(b) Confidential Exhibit SJF-2 to that affidavit,

be kept confidential and be prohibited from disclosure to any person other than:

(c) a Judge of the Court and that Judge's personal staff and assistants;

(d) the plaintiffs and their legal representatives; and

(e) the Commonwealth of Australia and its legal representatives.

1. The Administrators must take all reasonable steps to cause notice of these orders to be given, within one business day of the making of these orders, to:

(a) ASIC; and

(b) to creditors of each of the Additional Rex Companies (including persons or entities claiming to be creditors) in accordance with order 2 above.

1. Any person who can demonstrate a sufficient interest has liberty to apply to vary or discharge any orders made above, on reasonable written notice being given to the plaintiffs and to the Court.
2. The Administrators have liberty to apply on reasonable written notice to the Court in relation to any variation of these orders or any other matter generally arising in the administrations of any or all of the Additional Rex Companies.
3. The Administrators' costs of the application are to be treated as costs in the administrations of each of the Additional Rex Companies, jointly and severally.

Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

1. On 30 July 2024, Samuel Freeman, Adam Nikitins and Justin Walsh were appointed pursuant to resolutions under s 436A of the Corporations Act 2001 (Cth) as administrators of the following related companies (which I will refer to as the initial Rex companies):

(1) Regional Express Holdings Ltd (Administrators Appointed) (ACN 099 547 270);

(2) Air Partners Pty Ltd (Administrators Appointed) (ACN 065 221 356) (Air Partners);

(3) Rex Investment Holdings Pty Ltd (Administrators Appointed) (ACN 101 317 677) (RIH);

(4) Regional Express Pty Ltd (ACN 101 325 642) (Administrators Appointed); and

(5) Rex Airlines Pty Ltd (ACN 642 400 048) (Administrators Appointed) (RAL).

1. On 20 October 2025, the same administrators were appointed pursuant to resolutions under s 436A of the Corporations Act as administrators of the following additional Rex companies:

(1) Rex Flyer Pty Ltd (Administrators Appointed) (ACN 671 816 621) (Rex Flyer), being a wholly owned subsidiary of Air Partners;

(2) Australian Aero Propeller Maintenance Pty Ltd (Administrators Appointed) (ACN 131 278 889) (AAPM), being a wholly owned subsidiary of RIH;

(3) Australian Airline Pilot Academy Pty Ltd (Administrators Appointed) (ACN 128 392 469) (AAPA), being a wholly owned subsidiary of RIH; and

(4) AAPA Victoria Pty Ltd (Administrators Appointed) (ACN 118 837 586) (AAPAV), being a wholly owned subsidiary of RIH.

1. The initial Rex companies together with the additional Rex companies constitute the Rex Group of companies. They operate an airline in the Australian domestic passenger and freight industry, with a focus on servicing regional locations by the operation of flights to and from regional or rural airports throughout Australia. Prior to the administration of the initial Rex companies, RAL provided domestic route services between major cities (ie metropolitan routes) but services on those routes were discontinued.
2. Matters arising in respect of the administration of the initial Rex companies have been and continue to be dealt with in proceeding NSD 1050 of 2024. There have been a number of applications pursuant to which orders have been made. They can be summarised as follows.
3. On 6 August 2024, for the reasons published as Freeman, in the matter of Regional Express Holdings Ltd (administrators appointed) [2024] FCA 929, orders were made dealing with notice of the first meeting of creditors, the conduct of the first meeting of creditors, a committee of inspection, an extension of time to respond to creditor requests, the limitation of the administrators' personal liability pursuant to certain finance documents, a suppression or non-publication order in relation to the finance documents and relief in relation to the general meeting required under s 249D of the Act.
4. On 23 August 2024, for the reasons published as Freeman, in the matter of Regional Express Holdings Ltd (administrators appointed) (No 2) [2024] FCA 968, orders were made extending the time for the convening of the second meeting of creditors, dealing with the conduct of the second meeting of creditors and limiting the administrators' personal liability pursuant to a deed of guarantee.
5. On 20 November 2024, for the reasons published as Freeman, in the matter of Regional Express Holdings Ltd (administrators appointed) (No 3) [2024] FCA 1394, orders were made further extending the time for the convening of the second meeting of creditors, giving a direction under s 90-15 of the Insolvency Practice Schedule (Corporations) in relation to the administrators being justified in entering into and performing certain Commonwealth finance and security agreements and limiting the administrators' personal liability in respect of those agreements.
6. On 17 April 2025, for the reasons published as Freeman, in the matter of Regional Express Holdings Ltd (administrators appointed) (No 4) [2025] FCA 385, orders were made limiting the personal liability of the administrators in respect of any obligations arising in connection with a number of identified contracts and providing that the administrators are justified in entering into and performing those contracts.
7. On 24 June 2025, for the reasons published as Freeman, in the matter of Regional Express Holdings Ltd (administrators appointed) (No 5) [2025] FCA 685, orders were made extending the convening period for the second meeting of creditors up to and including 5 December 2025, providing that that meeting may be convened and held at any time within five business days after that date and providing that the administrators are justified in entering into and performing an amended loan agreement with the Commonwealth.
8. In short, the stage reached in the administration of the initial Rex companies is that the administrators, together with those companies (excluding RAL), on 21 October 2025, entered into a sale and implementation deed with Air T Inc which will result in the restructure and transfer of the business of the Rex Group. That is likely to be by way of a transfer to Air T Inc of the shares in Regional Express Holdings Ltd as the parent company of the Rex Group. The sale and implementation deed is subject to customary conditions precedent for a transaction of that type including receipt of regulatory approvals, approval by creditors at the second meeting of creditors of the companies and approval by the Court in due course.
9. The administrators have now commenced a new proceeding, NSD 1947 of 2025, to deal with matters arising in respect of the administration of the additional Rex companies. They have also filed another interlocutory application in the proceeding dealing with the initial Rex companies. In both proceedings, they have sought orders aimed at streamlining and regularising the administrations of the various companies including so that they can seek approval of the Air T transaction at a combined second meeting of creditors of all the companies in the coming weeks.
10. On 24 October 2025, I made orders essentially as sought by the administrators in both the proceedings - I was not satisfied in a certain respect and made slightly different orders to deal with that. These are my reasons for making those orders.

1. It is convenient to start with a description of the additional Rex companies.
2. Rex Flyer carries on the operation of the Rex Flyer Program, a frequent flyer program offered to customers of the Rex Group. AAPM, AAPA and AAPAV provide services associated with the regional business, such as propeller maintenance and repair (in the case of AAPM) and pilot training for pilots for the Rex Group and for other airlines (in the case of AAPA and AAPAV).
3. The administrators' investigations to date have established that there are approximately 123,981 creditors of Rex Flyer, who are the members of the Rex Flyer Program. Given that frequent flyer points have some value, the administrators are treating the members of the Rex Flyer Program as creditors (as was the case in the Ansett external administration: see Re Ansett Australia Ltd [2006] FCA 277; 151 FCR 41 at [65(c)]).
4. AAPM has two known creditors, AAPA has one known creditor and AAPAV has three known creditors. It may also be the case that, by reason of a deed of cross-guarantee (DoCG) (the effect of which is that each entity in the Rex Group is liable for the debts owed to creditors by any other entity of the group which enters liquidation), the creditors of the initial Rex companies are contingent creditors of the additional Rex companies (although the administrators have not made any determination in that regard). Nevertheless, the result may be that a creditor of any one of the companies is also a creditor of all the others. That is highly relevant to the administrators' apparently sensible intention to convene one consolidated second meeting of creditors of all the companies.

The orders in relation to the additional Rex companies

1. Having regard to the nature of the regional business, the large number of creditors of the additional Rex companies (largely stemming from the number of participants in the Rex Flyer Program), and the need to align the administrations of the additional Rex companies with those of the initial Rex companies, the administrators sought orders:

(1) validating the administrators' proposed methods of providing notice to creditors of the additional Rex companies (being largely by email where available and by publication on the website of the various companies in the Rex Group);

(2) authorising the administrators to provide future notices to creditors by the same means;

(3) permitting the administrators to conduct the first meetings of creditors of the additional Rex companies by virtual meeting technology, ie through video conference;

(4) granting the administrators 10 business days to respond to creditor requests, rather than 5 business days as prescribed by r 70-1 of the Insolvency Practice Rules (Corporations) 2016 (Cth) (IPR);

(5) extending the convening period of the administrations of the additional Rex companies to 5 December 2025, so that they align with those of the initial Rex companies;

(6) facilitating the orderly conduct of the second meetings of creditors of the additional Rex companies (again in alignment with existing orders made with respect to the initial Rex companies);

(7) limiting the administrators' personal liability under a facility agreement with the Commonwealth of Australia as it relates to the additional Rex companies and with respect to the operation of the Rex Flyer Program; and

(8) preserving the confidentiality of the detail of the Commonwealth facility agreement.

1. To assist the additional Rex companies to continue to trade during the administration period, the administrators and the Commonwealth propose that the current lending facility by the latter be amended to include the provision of the existing funding to be made available also to the additional Rex companies. That requires the existing funding arrangements to be varied. It is not proposed that the total amount of the funding will be increased.
2. As they did in respect of the funding arrangements in respect of the initial Rex companies, the administrators have now sought orders limiting their personal liability under the proposed amended funding arrangements.
3. For the reasons given in previous judgments concerning the initial Rex companies, save in one respect to which I will return, I am satisfied that the orders sought by the administrators in relation to the additional Rex companies should be made. The positions of the initial Rex companies and the additional Rex companies are relevantly similar.
4. The orders in respect of which I am not satisfied are those that would place particular restrictions on the manner in which the first and second meetings of the creditors of the companies would be held. As mentioned, the administrators propose to conduct the meetings via video conference. It is proposed that questions from participants are fielded through a live chat function visible only to the chairperson of the meeting in which participants are able to write in questions but are not able to orally address the meeting. Given the large number of creditors including the substantial proportion of them that are likely to be resident in regional centres, I am satisfied that the meetings should be held on a virtual basis - indeed, r 75-75 of the IPR provides that "virtual meeting technology" may be used in holding a meeting "provided the technology gives all persons entitled to attend the meeting a reasonable opportunity to participate without being physically present in the same place". For the reasons that follow, I am not satisfied that restricting participation in the meetings to being by way of a written live chat function which is visible only to the chairperson gives a reasonable opportunity to participate.
5. The first meeting of creditors must be convened in order to determine whether to appoint a committee of inspection and, if so, who are to be the committee's members (s 436E(1) of the Corporations Act). Also, at the meeting the creditors may by resolution remove the administrator and appoint someone else (s 436E(4)). The subsequent meeting of creditors, which is commonly referred to as the second meeting, must be convened to decide the company's future (s 439A). More particularly, the creditors may resolve that the company execute a deed of company arrangement, that the administration should end or that the company be wound up (s 439C). Thus, at both meetings it is envisaged that important decisions concerning, respectively, the conduct of the administration and the future of the company can and must be made by the creditors.
6. The orders as initially sought by the administrators seem to be premised on the idea that the purpose of the meetings is merely, or at least essentially, to convey information and to answer questions or queries. That appears from the proposed restriction on participation in the way I have identified, as well as the provision for "questions, requests for information, or comments" that creditors may wish to raise being submitted, to the extent possible, prior to the meeting and there being no specific provision for resolutions to be proposed. It also appears from other proposed provisions with regard to the administrators answering "questions, requests for information, or comments" submitted by creditors, including after the meetings have ended. As I have identified, the purpose of the meetings goes well beyond that, and in particular involves the making of decisions by creditors which in turn requires a reasonable opportunity for them to participate meaningfully in the meetings.
7. In that regard, it is established as a general proposition that creditors have a right to attend the meetings, and to participate in them for the purpose of dealing with any proposed resolution which would potentially affect their legal rights, and they are entitled to a reasonable opportunity to have their points of view ventilated: Re Direct Acceptance Corporation Ltd (1987) 5 ACLC 1037 at 1041 per McLelland J; Clarke v Australian Computer Society Inc [2019] FCA 2175; 378 ALR 130 at [183] per Wigney J. Rule 75-70 of the IPR gives participants the right to propose resolutions and amendments thereto and, if a resolution is proposed, a reasonable time for debate on the resolution and on any proposed amendment. Every participant should have "a fair opportunity to exercise his or her rights to speak and to put before the meeting the details that the speaker considers relevant to the motion": John J Starr (Real Estate) Pty Ltd v Andrew (Australasia) Pty Ltd (1991) 6 ACSR 63 at 83-84 per Young J. Those important rights of participation would be abrogated by restricting the visibility of the live chat function to only the chairperson.
8. I accept, as submitted on behalf of the administrators, that there is the potential for a very large number of people to attend the meetings - that is because there are nearly 124,000 members of the Rex Flyer Program. There is also the potential for a meeting with such a large number of participants to become unruly and difficult for the chairperson to manage - it may be that many people seek to speak at the same time, to repeat each other and to raise irrelevancies and in that way to be wasteful of time and disruptive. For that reason, I am satisfied that it is justified to limit - at least initially - participation in the meeting to be by way of a live chat function rather than to address the meeting orally.
9. However, it seems to me to be fundamental to the democracy of the process that participants in the meeting have the ability to communicate to the meeting in such a way that what they say can be seen by other participants in the meeting. It is an unjustifiable restriction on the democracy of the meeting for everything said by participants to be restricted in such a way that it can only be seen by the chairperson. I am not satisfied that it would be sufficient or justifiable for reliance to be placed on the chairperson to summarise or repeat anything said by a participant and in that way share it with all other participants, as submitted by the administrators.
10. The chairperson of a creditors meeting "has a significant role including ... to keep order at the meeting ... and to make sure that those who wish to speak at the meeting are given a fair opportunity to do so": Re Adams International Food Traders Pty Ltd (1988) 13 NSWLR 282 at 283 per Young J. It has been said that it is the chairperson's "duty to regulate the proceedings so as to give all persons entitled a reasonable opportunity of debating and voting": Byng v London Life Association Ltd [1990] Ch 170 at 187 per Browne-Wilkinson VC, cited with approval in Re Chevron Furnishers Pty Ltd [1994] 2 Qd R 475 at 478-479 per Ryan J. See also Re Ryde Ex-Services Memorial Community Club Ltd [2015] NSWSC 226; 33 ACLC 15-002 at [107] per Lindsay J.
11. Although there is the potential for a very large number of people to attend the meetings and to seek to participate, it is also possible that a manageable number of people attend and seek to participate. It may be regarded as doubtful that a large number of people whose claims arise from no more than membership of the Rex Flyer Program would wish to actively participate in the meetings. For those reasons, I consider that it is the responsibility of the chairperson to open the meeting to oral participation if in their assessment the circumstances allow; that is, if to do so will be practical and will not cause the meeting to be unmanageable.
12. For those reasons, the orders that I made provide the opportunity for creditors to propose resolutions in advance of the meeting, as with any questions or queries that they may wish to submit, they provide for all participants to be able to see messages sent through the live chat function and they require the chairperson to open the meeting up to oral participation if in the chairperson's assessment it will be practical and will not cause the meeting to be unmanageable.

The orders in relation to the initial Rex companies

1. As mentioned, the administration of the additional Rex companies has necessitated amendments to the terms of the existing funding arrangements with the Commonwealth. The administrators have consequently sought relief in relation to the initial Rex companies, for abundant caution, because the existing orders which limit the administrators' personal liability under the funding arrangements do not, in terms, extend to the amended arrangements. I accept that the reasons previously given for limiting the administrators' liability apply equally to the amended arrangements. Similarly, the confidentiality of the amended arrangements ought to be continued on the same basis.
2. During the hearing of the applications in relation to the initial Rex companies and the additional Rex companies, I raised my reservations with regard to the proposed restrictions on the conduct of the meetings of creditors of the additional Rex companies as dealt with above. The administrators conditionally applied for corresponding amendments to the existing orders governing the second meeting of creditors of the initial Rex companies if I was to make different orders for the additional Rex companies. The reason for that is that it is necessary for the same provisions to govern the second meeting of creditors of both sets of companies if the meetings are to be held on a consolidated basis as proposed.
3. For that reason, despite the Court previously having been satisfied as to the sufficiency of the restricted provisions for the conduct of the second meeting of creditors of the initial Rex companies, I made orders bringing the previous orders into line with the orders that I am satisfied should be made in relation to the additional Rex companies.

I certify that the preceding thirty-two (32) numbered paragraphs are a true copy of the Reasons for Judgment of the Honourable Justice Stewart.

REX INVESTMENT HOLDINGS PTY LTD (ADMINISTRATORS APPOINTED)

REGIONAL EXPRESS PTY LTD (ADMINISTRATORS APPOINTED)

AUSTRALIAN AIRLINE PILOT ACADEMY PTY LTD (ADMINISTRATORS APPOINTED)