Liquefied Natural Gas Limited (LNGL) and Australian Subsidiaries (subject to Deed of Company Arrangement) (Collectively referred to as "the Companies")

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Updates

Liquefied Natural Gas Limited (LNGL) and Australian Subsidiaries (all Administrators Appointed) (Collectively referred to as "the Companies")
Notification of appointment

Craig Crosbie, Simon Theobald and Daniel Walley were appointed Joint and Several Administrators of LNGL on 30 April 2020.

Subsequently, on 6 May 2020, Messrs Crosbie, Theobald and Walley were appointed Joint and Several Administrators of LNGL's Australian subsidiaries, being:

  • LNG International Pty Ltd (ACN: 099 217 455)
  • LNG Technology Pty Ltd (ACN: 115 455 788)
  • Mayflower LNG Pty Ltd (ACN: 145 733 071)
  • North American LNG Pty Ltd (ACN: 145 961 306)

The Administrators are undertaking an urgent assessment of LNGL's financial position, noting that the Australian subsidiaries are holding companies which do not trade / are dormant. Creditors will receive notifications as required throughout the Administration. If you believe you are a creditor, but have not yet received correspondence from our office, please contact Courtney McLean of this office via email at courtney.mclean@pwc.com. Shareholders may refer to further information on the ASIC website here and via announcements on the ASX: https://www.asx.com.au/asx/share-price-research/company/LNG

Updates will be made throughout the Administration.

First meetings of creditors

The first meeting of creditors of LNGL was held on 12 May 2020. The first meeting of creditors of the Australian Subsidiaries were concurrently held on 18 May 2020. Attached are copies of our first notifications to creditors dated 4 and 8 May 2020 respectively.

Second meeting of creditors
Extension to the convening period

Section 439A of the Corporations Act 2001 (Cth) (the Act) stipulates the timing of the second meeting of creditors (Second Meeting). The Second Meeting must generally be convened between 15 and 25 business days (or 20-30 business days at Christmas and Easter) from the date the administration begins. In our initial notifications to creditors, dated 4 May and 8 May 2020 respectively, creditors were advised of the timing of the Second Meeting and the ability for the Administrators to apply to Court to extend the convening period if they thought necessary.

Creditors are advised that the Administrators applied to the Supreme Court of Victoria (Court) to extend the convening period and, on 22 May 2020, the Court made orders including that:

  1. the convening period for the Second Meeting for each of the Companies be extended up to and including 28 August 2020
  2. The Second Meeting for each of the Companies may be convened and held at any time during the period extended under order 1 or within five business days after that period (i.e. the lasted date for the Second Meeting for any of the Companies is 4 September 2020).

Creditors will be advised of the date of the Second Meeting for each of the Companies in due course.

Magnolia LNG Project transaction

Please refer to the ASX announcements dated 12 May 2020 and 26 May 2020 respectively, which outline the sale transaction in respect of LNGL's interest in subsidiary entities that own the proposed liquefied natural gas terminal development in Lake Charles, Louisiana, USA (Magnolia LNG Project), including Pecan Inc. (and its subsidiaries), LNG Management Services, LLC and LNG Technology, LLC (together, the US Entities).

Seeking judicial advice prior to commencing a Stage 2 Process

As announced to the ASX on 30 June 2020, the Administrators have applied to the Supreme Court of Victoria for judicial advice seeking confirmation that it is appropriate for them to commence the Stage 2 Process and to progress, enter into and complete a Recapitalisation or Asset Transaction should they receive proposals that they consider to be for the benefit of creditors and (where there is a surplus) shareholders. Please refer to the ASX for the announcement available in the "Media Releases" section.

A copy of the sealed application has been uploaded and available under "Documents"

Outcome of judicial advice application and commencement of Stage 2 Process

As announced to the ASX on 9 July 2020, the Administrators obtained orders from the Supreme Court of Victoria (Court) confirming that the Administrators are justified and acting reasonably in proceeding with a Stage 2 process seeking expressions of interest in relation to either a Recapitalisation of LNGL and / or its remaining subsidiaries (together, the Group), or one or more transactions in respect of the Group’s remaining assets (Asset Transaction). Please refer to the ASX for the announcement available in the "Media Releases" section.

A copy of the authenticated Orders of the Court have been uploaded and available under "Documents".

Notice of Second Meetings of creditors & Administrators report

Notice is now given that meetings of the creditors of the Companies will be held concurrently at 11:00am AEST on

Thursday, 3 September 2020 (Second Meetings). Please refer to the Administrators report prepared pursuant to Insolvency Practice Rule 75-225 and section 439A of the Act about the businesses, property, affairs and financial circumstances of the Companies.

Second Meetings adjourned
Reconvened Second Meetings to occur no later than Thursday 17th September

We refer to the Administrators’ report dated 26 August 2020 and to the concurrent second meetings of creditors of the Companies held on 3 September 2020 pursuant to s.439A of the Corporations Act 2001 (Second Meetings). The Second Meetings were adjourned to a date no later than Thursday, 17 September 2020 pursuant to ss.75- 140(1)(b) and 75-140(3) of the Insolvency Practice Rules (Corporations) 2016 (IPR). This notice is provided in accordance with s.75-140(5) of the IPR. 

Second Meetings reconvened

Notice is given that the second meetings of the Companies’ creditors which were opened on 3 September 2020 and

subsequently adjourned, will be reconvened and held concurrently at 11:00am AEST on Thursday, 17 September

2020. Please refer to the document dated 9 September 2020 for further information.

Supplementary Report available

This Supplementary Report should be read in conjunction with the Administrators’:

  • 26 August Report, prepared pursuant to Insolvency Practice Rule 75-225 and section 439A of the Act about the businesses, property, affairs and financial circumstances of the Companies.;
  • Notice of Adjourned Second Meetings of Creditors dated 3 September 2020; and
  • circular to creditors and Notice of Resumed Concurrent Second Meetings of Creditors, both dated 9 September 2020.

Deed of Company Arrangement executed 8 October 2020
The Companies are now subject to Deed of Company Arrangement

At the resumed concurrent Second Meetings of the Companies, creditors resolved that each of the Companies execute a Deed of Company Arrangement (DOCA) as outlined in the Voluntary Administrators Supplementary Report dated 11 September 2020.


Please note that the DOCA was executed on 8 October 2020. A formal Notice pursuant to Section 450B of the Act, as well as a copy of the DOCA, are available on our website.


Craig Crosbie, Simon Theobald and Daniel Walley now act as the Deed Administrators of the Companies.

Notice of intention to declare a dividend issued for each of the Companies

Creditors of the Companies are advised that, in order to participate in any distribution to be made under a company(s) Creditors' Trust (to the extent the creditors claim is accepted), formal proof of debts must be completed and returned alongside supporting documentation by no later than Monday 23 November 2020. Please email Ms Courtney McLean of our office at courtney.mclean@pwc.com.


Refer to correspondence dated 30 October 2020 for further information.

Update to creditors on extensions to the Sunset Date

On 14 December 2020, the Company announced that the DOCA proponent, Aureus LNG GmbH

(Aureus), had been granted an extension to the date by which the conditions precedent for the

effectuation of the DOCA need to be satisfied (Sunset Date) by the Deed Administrators in

accordance with the provisions of the DOCA until 5:00pm (AEDT) on 18 December 2020.


On 17 December 2020, the Company received a further request from Aureus to extend the Sunset

Date. On 18 December 2020, the Deed Administrators issued to Aureus a further Notice pursuant to

the Deed to further extend the Sunset Date until 5pm (AEDT) on 15 January 2021.

Third Meetings of the creditors convened & Second Supplementary Report available

A meeting of the creditors of the Companies has been convened for Friday 15 January 2021 at 11:00AM AEDT. Please refer to the Second Supplementary Report dated 23 December 2020 for further information

14 January 2021 update to creditors ahead of Third Meetings

Notice was provided to creditors to advise them that, at approximately 5:00PM AEDT on 14 January 2021, the Deed Administrators were provided with a letter issued by Wahoo Midstream LLC (Wahoo) and Aureus (Letter) which sets out:

• a mechanism to resolve the Wahoo claims (as outlined in Section 3.1 of the Second Supplementary Report); and

• a proposal to vary the Deed (Deed Variation Proposal).


Of relevance to the creditors, the Deed Variation Proposal requires:

• the Deed’s Sunset Date to be extended until 19 February 2021 or such later date approved by the Deed Administrators; and

• a new Condition Precedent to be inserted into the Deed which requires an ASX waiver and/or shareholder approval in order for the Placement Shares to be issued under the Subscription Agreement.

Third Meetings adjourned
Reconvened Third Meetings to be held at 4:00PM AEDT on Thursday 28 January 2021

Notice of concurrent meetings of the Companies to be held at 4:00pm AEDT on Thursday, 28 January 2021 to consider the Deed Variation Proposal was provided to creditors in the Deed Administrators Third Supplementary Report dated 18 January 2021.

Third Supplementary Report available

This Third Supplementary Report should be read in conjunction with the Deed Administrators’:

  • 26 August Report, prepared pursuant to Insolvency Practice Rule 75-225 and section 439A of the Act about the businesses, property, affairs and financial circumstances of the Companies.;
  • Notice of Adjourned Second Meetings of Creditors dated 3 September 2020; and
  • circular to creditors and Notice of Resumed Concurrent Second Meetings of Creditors, both dated 9 September 2020;
  • the Supplementary Report dated 11 September 2020 which included key details on the Deed of Company Arrangement (Deed) proposed by Aureus LNG GmbH (Aureus)
  • the Deed executed between the Companies, Aureus and other parties on 8 October 2020
  • the Second Supplementary Report dated 23 December 2020 outlining the extension to the Deed’s Sunset Date until 5pm AEDT on 15 January 2021 and providing notice of the Third Meetings of Creditors that were held on that day
  • the urgent update to creditors dated 14 January 2021 (14 January Update)


Appointment Details

Liquefied Natural Gas Limited (LNGL) and Australian Subsidiaries (all Administrators Appointed) (collectively referred to as "the Companies")
Entity Name Liquefied Natural Gas Limited (LNGL) and Australian Subsidiaries (all Administrators Appointed) (collectively referred to as "the Companies")
Trading Name
Appointment Type Voluntary Administration
Appointment Date Thu, Apr 30, 20
Contact Name Courtney McLean
Contact Email courtney.mclean@pwc.com
Contact Phone +613 8603 1794
Contact Address 2 Riverside Quay
Southbank VIC 3006
Australia Company Number (ACN) 101676779
Australian Business Number (ABN) 19101676779
Appointee(s) Craig Crosbie
Simon Theobald
Daniel Walley

Media Releases

Lisa Macnamara Fri, May 01, 20 ASX Announcement of Administrators appointment
Lisa Macnamara Fri, May 08, 20 Administrators appointed to subsidiary entities
Lisa Macnamara Tue, May 12, 20 Entry into Magnolia LNG Project Sale transaction
Fergus Ross Tue, May 26, 20 Execution of sales transaction (26 May 2020)
Fergus Ross Tue, Jun 30, 20 Administrators seeking judicial advice
Fergus Ross
Fergus.ross@6-degrees.com.au
Thu, Jul 09, 20 Outcome of judicial advice application and commencement of Stage 2 Process
Courtney McLean
courtney.mclean@pwc.com
Fri, Oct 09, 20 Execution of DOCA
Courtney McLean
courtney.mclean@pwc.com
Fri, Nov 06, 20 ASIC reporting relief granted
Courtney McLean
courtney.mclean@pwc.com
Tue, Dec 01, 20 Director and Secretary Appointments
Courtney McLean
courtney.mclean@pwc.com
Wed, Dec 02, 20 Four Initial Director's Interest Notices
Courtney McLean
courtney.mclean@pwc.com
Mon, Dec 14, 20 Extension of Deed of Company Arrangement Sunset Date and AGM update
Courtney McLean
courtney.mclean@pwc.com
Tue, Dec 29, 20 Notice of further extension to Sunset Date
Courtney McLean
courtney.mclean@pwc.com
Tue, Jan 19, 21 Notice of further extension to Sunset Date following adjourned Third Meetings

Meetings

First Meeting of creditors of LNGL
Tue, May 12, 20 - 2:00PM AEST Melbourne Local Time

PwC, Level 19, 2 Riverside Quay

Southbank
VIC 3006 Australia

Please note: To ensure we are acting in line with the Government’s safe distance measures put in place in response to the current COVID-19 pandemic, we intend on holding this meeting electronically using a teleconferencing facility. Please do not attend PwC’s offices in person. Further information on how to access the teleconference facilities will be provided to creditors who return completed written statements (Annexure A), Form 535 proof of debt (Annexure B) and, if applicable, a Form 532 Appointment of proxy (Annexure C). Note that Annexures referred to are available in the notice to creditors dated 4 May 2020.

Concurrent first meeting of Australian subsidiaries
Mon, May 18, 20 - 2:00PM AEST Melbourne Local Time

PwC, Level 19, 2 Riverside Quay

Southbank
VIC 3006 Australia

Please note: To ensure we are acting in line with the Government’s safe distance measures put in place in response to the current COVID-19 pandemic, we intend on holding this meeting electronically using a teleconferencing facility. Please do not attend PwC’s offices in person. Further information on how to access the teleconference facilities will be provided to creditors who return completed written statements (Annexure A), Form 535 proof of debt (Annexure B) and, if applicable, a Form 532 Appointment of proxy (Annexure C). Note that Annexures referred to are available in the notice to creditors dated 8 May 2020.

Notice of concurrent Second Meetings of creditors
Thu, Sep 03, 20 - 11:00am AEST (Melbourne time) Local Time

Via teleconference facility


Australia

In line with the Government’s safe distance measures put in place in response to the current COVID-19 pandemic,

the meetings will be held via teleconference facility. There will be no physical venue for creditors to attend.

Please note that as per ASIC’s current directives for holding creditors meetings, the Chairperson will be required to

conduct all voting via a poll. In this regard, we recommend all creditors submit their votes via email to

courtney.mclean@pwc.com prior to the Second Meetings to assist with voting.

In order to attend and vote at the Second Meetings, creditors will need to:

1. submit a proof of debt and supporting information to substantiate your claim. If you have already lodged a

proof of debt, you do not need to lodge a second proof of debt, unless the value of your claim has changed

since the first meetings of creditors.

2. nominate a proxy to attend the Second Meetings.

Upon receipt of a proxy form, we will provide the teleconference details to attend the Second Meetings.

Notice of resumed concurrent Second Meetings of creditors
Thu, Sep 17, 20 - 11:00am AEST (Melbourne time) Local Time

Via teleconference facility


Australia

In order to attend and vote at the concurrent second meetings, creditors will need to:

  1. submit a Proof of Debt Form and supporting documentation to substantiate your claim. If you have already lodged a Proof of Debt Form, you do not need to lodge a second Proof of Debt Form, unless the value of your claim has changed.
  2. complete a Proxy Form. A Proxy Form must be completed where a corporate creditor is attending or an individual creditor wants to appoint another person or attorney to act on their behalf at the second meetings. An attorney of the creditor must show the instrument by which he or she is appointed to the Chairperson of the second meetings, prior to commencement of the second meetings. A creditor may also choose to appoint the Chairperson to vote on their behalf.

Please note that if you completed a:

  • General proxy prior to the opening of the second meetings on 3 September 2020 you are not required to complete any further documents. However, it would be appreciated if you could confirm with our office by Tuesday, 15 September 2020 that you will be attending the second meetings on 17 September 2020.
  • Special proxy prior to the opening of the second meetings on 3 September 2020 we request that you complete a new Proxy Form. We note that some resolutions have been amended from those that were to be proposed at the second meetings on 3 September 2020.

Concurrent meeting of the creditors of the Companies (Third Meetings)
Fri, Jan 15, 21 - 11:00AM AEDT Local Time

To be held via teleconference facility


Australia

Please refer to the notice of meeting enclosed in the Second Supplementary Report dated 23 December 2020.

Resumed Third Meetings
Thu, Jan 28, 21 - 04:00PM AEDT Local Time

To be held via teleconference facility


Australia

Please refer to the notice of meeting enclosed in the Third Supplementary Report dated 18 January 2021.

Documents

Mon, May 04, 20 Initial notice to creditors of LNGL
The purpose of this report is to inform creditors about: • the administration of the Company • their rights as a creditor. Additionally, this contains necessary documentation to be returned should creditors wish to attend the first meeting of creditors.
Fri, May 08, 20 Initial notice to creditors of Australian subsidiaries
Fri, May 22, 20 Extension to the convening period for the Second Meeting
Wed, Jun 10, 20 Shareholders FAQ document
The information contained within the FAQ document is general in nature and is not intended to be specific advice. Shareholders should seek appropriate professional advice on their individual circumstances. Information includes: 1. Background to the Administrators’ appointment 2. Future of LNGL 3. Sale of the Magnolia LNG Project 4. Bear Head LNG Project 5. Effect on shareholdings 6. Additional information This information was last updated on 10 June 2020.
Tue, Jun 30, 20 Application (sealed) for judicial advice
To be read in conjunction with the ASX announcement on 30 June 2020.
Wed, Jul 08, 20 Court orders made 8 July 2020
The Court granted all the orders sought in the Judicial Advice Application made by the Administrators on 30 June 2020. This document should be read in conjunction with the document "2020.06.30 - Interlocutory Process - (sealed)". Please also refer to ASX announcements made on 30 June and 8 July 2020 respectively.
Wed, Aug 26, 20 Administrators' Second Report to Creditors
Prepared pursuant to Insolvency Practice Rule 75-225 and section 439A of the Act about the businesses, property, affairs and financial circumstances of the Companies.
Thu, Sep 03, 20 Notification of Second Meetings of creditors being adjourned
Wed, Sep 09, 20 Notice of reconvened Second Meetings
Fri, Sep 11, 20 Notice that the Administrators supplementary report is available
Fri, Sep 11, 20 The Administrators' Supplementary Report to creditors
This Supplementary Report should be read in conjunction with the Administrators’: - 26 August Report, prepared pursuant to Insolvency Practice Rule 75-225 and section 439A of the Act about the businesses, property, affairs and financial circumstances of the Companies.; - Notice of Adjourned Second Meetings of Creditors dated 3 September 2020; and - circular to creditors and Notice of Resumed Concurrent Second Meetings of Creditors, both dated 9 September 2020.
Thu, Oct 08, 20 Executed Deed of Company Arrangement
A copy of the DOCA executed between all parties on 8 October 2020, and as lodged with the Australian Securities and Investments Commission.
Fri, Oct 09, 20 Notice to creditors of the DOCA being executed
Fri, Oct 30, 20 Notice of Intention to Declare a Dividend
This document contains important information for creditors of the Companies regarding participation, to the extent their claim is accepted, in distributions to be made under a Company's Creditors' Trust Deed.
Fri, Nov 06, 20 ASX announcement - financial reporting relief
The Australian Securities and Investments Commission made an order on 5 November 2020 granting LNGL relief from various financial reporting obligations.
Fri, Dec 11, 20 Notice to creditors on the DOCA Sunset Date Extension
Wed, Dec 23, 20 Second Supplementary Report
Thu, Jan 14, 21 14 January Update
Mon, Jan 18, 21 Third Supplementary Report