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Ansett Pooling Application


In June 2005, the Joint Deed Administrators ("Administrators") of the Ansett Group of Companies (all subject to deeds of company arrangement) issued an application in the Federal Court of Australia in connection with the proposed "pooling" of the Ansett Group of companies and entities ("Application"). "Pooling" means the combining of the assets and liabilities of the Ansett Group companies and entities (including the Skywest and Aeropelican entities) into one Ansett Group company (namely, Ansett Australia Limited (subject to deed of company arrangement) ("AAL")). If the Ansett Group is "pooled" into AAL the Administrators intend to pay distributions to creditors from that "pool" of assets and liabilities. The Administrators intend to pay those distributions in accordance with the priority regime set out in the AAL deed of company arrangement. In the Application the Administrators sought, among other things, orders or directions from the Federal Court which will allow them to vote in favour of "pooling" at meetings of Ansett Group creditors which they intend to hold shortly after the Application is finally determined. The Administrators' reasons for seeking those orders or directions, and the reasons why they intend to vote in favour of "pooling" at the proposed Ansett Group creditor meetings, are set out in an affidavit of Mark Korda sworn 12 September 2005 in the Application ("Affidavit"). The Application, the Affidavit and all other relevant Court documents in relation to the Application are available on this website (below). In the Administrators' opinion, certain Ansett Group creditors (including Aeropelican and Skywest creditors) may be adversely affected if the assets and liabilities of the Ansett Group are "pooled" into AAL. In this regard see paragraphs 198 to 211 of the Affidavit, as supplemented by paragraph 38 of a further affidavit of Mark Korda, sworn 30 September 2005 ("Further Affidavit") (also available below), which paragraphs set out: the Administrators' opinions as to which Ansett Group creditors may be adversely affected by "pooling" (and also, as to which Ansett Group creditors may be adversely affected by the Ansett Group of companies not "pooling"); and the Administrators' best estimates, based on certain assumptions, of the extent of those adverse effects. The Application was heard on Monday, 24 October 2005 by Justice Goldberg of the Federal Court. The Court reserved its judgment on the Application at that time. A transcript of the hearing of the Application is located below. > Click here On 22 March 2006, Justice Goldberg published a judgment, a copy of which is located below, but did not make any final orders or give directions in the Application. Instead, at a further directions hearing on 31 March 2006 Justice Goldberg allowed the Deed Administrators more time to file additional evidence on the issue of the potential adverse effect of pooling on a very small minority of Ansett Group creditors.. This additional evidence is due to be filed by 12 May 2006 and will be posted on this website once it is filed. At that directions hearing, Justice Goldberg also approved the entry into the AAE Compromise Deed (See MAK-5, paragraphs 212-217 of the Second Korda Affidavit and paragraphs 9-16 of the Third Korda Affidavit, all of which are located below.) The AAE Creditors meeting, at which AAE creditors will vote on a resolution to "pool" AAE's assets into AAL will be held on 21 April 2006. Applications Federal Court of Australia: Victorian District Registry: VID621 of 2005, 21 June 2005 Application - 21 June 2005 Orders Orders - 30 August 2005 Orders - 26 September 2005 Orders - 10 October 2005 Orders - 31 March 2006 Orders - 26 May 2006 Orders - 4 August 2006 Top First Korda Affidavit Affidavit of Mark Anthony Korda sworn 21 June 2005 Exhibits to First Korda Affidavit Exhibit MAK 1 - Historical Company Extracts of Plaintiff Companies (pages 1-100) Exhibit MAK 1 - (pages 101-200) Exhibit MAK 1 - (pages 201-300) Exhibit MAK 1 - (pages 301-400) Exhibit MAK 1 - (pages 401-500) Exhibit MAK 1 - (pages 501-600) Exhibit MAK 1 - (pages 601-617) Note: Exhibit MAK 1 is a very large (15MB) file. It has been broken into smaller parts for easier access. The complete 15MB file is available immediately below. Exhibit MAK 1 - Historical Company Extracts of Plaintiff Companies (pages 1-617)15MB Exhibit MAK 2 - Copy Deed of Company Arrangement executed by Ansett Australia Holdings Ltd("AAHL", dated 2 May 2002 Exhibit MAK 3 - Copy MOU, dated 3 October 2001 Exhibit MAK 4 - Copy SEESA Deed, dated 14 December 2001 Top Second Korda Affidavit Affidavit of Mark Anthony Korda sworn 12 September 2005 Exhibits to Second Korda Affidavit Exhibit MAK 5 - AAE Pooling Compromise Deed Exhibit MAK 6 - Court's final orders and Justice Goldberg's reasons for judgment and corrigenda in the MOU Application Exhibit MAK 7 - Court's final orders and Justice Goldberg's reasons for judgment in the SEESA Application Exhibit MAK 8 - Second Meeting resolutions and results of poll Exhibit MAK 9 - First Report to Creditors Note: this document is 4.4MB. Exhibit MAK 10 - Second Report to Creditors Top Exhibit MAK 11 - Third Report to Creditors Exhibit MAK 12 - Fourth Report to Creditors Exhibit MAK 13 - Fifth Report to Creditors Exhibit MAK 14 - The Ansett Group Entities (diagram) Exhibit MAK 15 - Intranet memorandum dated 10 August 2000 Exhibit MAK 16 - Extract of Kendell loan account with AAL for January 2001 to July 2001 Exhibit MAK 17 - Extract from May 2000 edition of "Panorama" Exhibit MAK 18 - AAL trade-marks Exhibit MAK 19 - Extract of July-August 2000 edition of "Flight Safety Australia" Exhibit MAK 20 - Excerpt from AAL Asset Register Top Exhibit MAK 21 - Numbered bundle of documents relating to Head Office, 501 Swanston Street and Other Ansett Melbourne CBD Properties matters Note: this document is 5MB. Exhibit MAK 22 - Schedule of inter-company loan balances Exhibit MAK 23 - Numbered bundle of documents relating to Head Office Proceeds Note: this document is 5.6MB. Exhibit MAK 24 - Class A Cross-Guarantee and Revocation Deeds Exhibit MAK 25 - Class B Cross-Guarantee, Revocation Deeds and Assumption Deed Exhibit MAK 26 - Class C Cross-Guarantee Exhibit MAK 27 - Affidavit of Mark Francis Xavier Mentha sworn 8 October 2001 (excluding exhibits) Exhibit MAK 28 - Affidavit of Mark Francis Xavier Mentha sworn 10 October 2001 (excluding exhibits) Exhibit MAK 29 - Affidavit of the Hazelton Group Administrator sworn 22 October 2001 (excluding exhibits) Exhibit MAK 30 - Affidavit of Mark Anthony Korda sworn 1 November 2001 (excluding exhibits) Top Exhibit MAK 31 - Affidavit of Leon Zwier sworn 20 September 2002 (excluding exhibits) Exhibit MAK 32 - Affidavit of Mark Anthony Korda sworn 26 September 2002 (excluding exhibits) Exhibit MAK 33 - Affidavit of Bradley Fowler sworn 13 March 2003 (excluding exhibits) Exhibit MAK 34 - Hazelton Deed of Settlement Exhibit MAK 35 - Ansett written contentions dated 5 May 2003 in the Allocation Applications Exhibit MAK 36 - Further Hazelton Terms of Settlement Exhibit MAK 37 - Court's orders in the Hazelton Allocation Application Exhibit MAK 38 - Affidavit of Mark Anthony Korda sworn 3 December 2001 (excluding exhibits) Exhibit MAK 39 - Loan Deed Exhibit MAK 40 - AAL DOCA Variation Application terms of settlement Top Exhibit MAK 41 - AAL DOCA Variation Orders and Justice Goldberg's reasons for judgment Exhibit MAK 42 - Skywest/Aeropelican reports to creditors dated 15 January 2002 Exhibit MAK 43 - Skywest/Aeropelican DOCAs Exhibit MAK 44 - Skywest Sale Agreement Exhibit MAK 45 - Aeropelican Sale Agreement and Variation Documents Exhibit MAK 46 - Skywest Transfer Agreement and the Westsky Trust Deed Exhibit MAK 47 - Aeropelican Transfer Agreement and the Pelican Trust Deed Exhibit MAK 48 - Abbreviated Notice Application Exhibit MAK 49 - Affidavit of Leon Zwier sworn 27 December 2001 Exhibit MAK 50 - Affidavit of Leon Zwier sworn 3 January 2002 Exhibit MAK 51 - Final orders of the Court and Justice Goldberg's reasons for judgment in the Abbreviated Notice Application Top First King Affidavit Affidavit of Alexander William King affirmed 23 September 2005 Exhibits to First King Affidavit Exhibit AWK 1 - Letter dated 2 September 2005 regarding proposed affidavit of Mark Anthony Korda Exhibit AWK 2 - Email dated 7 September 2005 regarding proposed affidavit of Mark Anthony Korda Exhibit AWK 3 - Email dated 8 September 2005 enclosing unsworn affidavit of Mark Anthony Korda, without exhibits Exhibit AWK 4 - Letter dated 8 September 2005 enclosing exhibit "MAK 14" to unsworn affidavit of Mark Anthony Korda Exhibit AWK 5 - Email dated 8 September 2005 enclosing exhibit "MAK 14" to unsworn affidavit of Mark Anthony Korda Exhibit AWK 6 - Letter dated 8 September 2005 enclosing proposed exhibits to unsworn affidavit of Mark Anthony Korda Exhibit AWK 7 - Letter dated 9 September 2005 enclosing proposed exhibits to unsworn affidavit of Mark Anthony Korda Exhibit AWK 8 - Extracts from Websites Exhibit AWK 9 - Form of letter dated 15 September 2005 sent to certain Ansett Group creditors Exhibit AWK 10 - Form of letter dated 15 September 2005 sent to certain Skywest creditors Top Exhibit AWK 11 - Form of letter dated 15 September 2005 sent to certain Aeropelican creditors Exhibit AWK 12 - List of letter recipients (of 15 September 2005 letter) Exhibit AWK 13 - Copy notice to Ansett Group creditors published in "The Australian" on 21 September 2005 Exhibit AWK 14 - Email dated 19 September 2005 to Ansett Committees of Creditors Exhibit AWK 15 - Letter dated 19 September 2005 from ASIC to ABL Top Third Korda Affidavit Affidavit of Mark Anthony Korda sworn 30 September 2005 Exhibit to Third Korda Affidavit Exhibit MAK 52 - ASIC request dated 19 September 2005 Fourth Korda Affidavit Affidavit of Mark Anthony Korda sworn 13 October 2005 Exhibits to Fourth Korda Affidavit Exhibit MAK 53 - Letter from Contradictor dated 29 September 2005 Exhibit MAK 54 - Letter from ASIC dated 7 October 2005 Exhibit MAK 55 - Email from Rockwell Collins dated 20 September 2005 Exhibit MAK 56 - Email from Skippers Aviation dated 22 September 2005 Exhibit MAK 57 - Minutes of 23 September 2005 meeting between Mark Korda and union representatives (and others) Exhibit MAK 58 - Written presentation from 23 September 2005 meeting between Mark Korda and union representatives (and others) Exhibit MAK 59 - Email from KordaMentha to ACTU dated 23 September 2005 Exhibit MAK 60 - Email from AGS to ABL dated 26 September 2005 Exhibit MAK 61 - Email from ABL to AGS dated 28 September 2005 Exhibit MAK 62 - Email from AGS to ABL dated 28 September 2005 Exhibit MAK 63 - Email from Steven Parbery to Mark Korda dated 28 September 2005 Top Exhibit MAK 64 - Letter from ABL to various parties dated 29 September 2005 Exhibit MAK 65 - Email from ABL to ASIC dated 29 September 2005 Exhibit MAK 66 - Email from ABL to various parties dated 30 September 2005 Exhibit MAK 67 - Letter from AGS to ABL dated 3 October 2005 Exhibit MAK 68 - Letter from AGS to ABL dated 5 October 2005 Exhibit MAK 69 - Letter from Mark Korda to Steven Parbery and Ross McClure (for the Commonwealth) dated 5 October 2005 Top Second King Affidavit Affidavit of Alexander William King affirmed 18 October 2005 Exhibits to Second King Affidavit Note: the exhibit "Confidential Exhibit AWK 16" is confidential and not available on this website Connell Affidavit Affidavit of Jenet Barbara Connell affirmed 18 October 2005 Third King Affidavit Affidavit of Alexander William King affirmed 31 March 2006 Exhibits to Third King Affidavit Exhibit AWK 17 - AAE Polling Compromise Deed ( as amended) Top Fifth Korda Affidavit Affidavit of Mark Anthony Korda sworn 15 May 2006 Exhibits to Fifth Korda Affidavit Exhibit MAK 70 - Notice as published in "The Australian" Exhibit MAK 71 - Special Purpose Report, proposed form of amended DOCA and notice of meeting Exhibit MAK 72 - Update 79 to the members of the Ansett Committees of Creditors dated 27 April 2006 Top First Hams Affidavit Affidavit of Sebastian David Hams sworn 24 May 2006 Second Hams Affidavit Affidavit of Sebastian David Hams sworn 27 July 2006 Exhibits to Second Hams Affidavit Exhibit SDH 1 - Transcript (excerpts) of 25 May 2006 directions hearing Top Submissions Plaintiffs' Outline of Submissions dated 20 October 2005 Submissions of Commonwealth of Australia dated 20 October 2005 Outline of Submissions to be made on behalf of WTH Pty Ltd in its capacity as Contradictor dated 21 October 2005 Top Transcripts of Proceedings Transcript - 23 June 2005 Transcript - 19 July 2005 Transcript - 16 August 2005 Transcript - 30 August 2005 Transcript - 26 September 2005 Transcript - 24 October 2005 Transcript - 22 March 2006 Transcript - 31 March 2006 Transcript - 26 May 2006 Transcript - 4 August 2006 Top Judgment Judgment - 22 March 2006 Top Most documents are available on this site in an Adobe Acrobat .pdf format. 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