Insolvency Cases

Liquefied Natural Gas Limited (LNGL) and Australian Subsidiaries (in Liquidation) (Collectively referred to as "the Companies")

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)

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

At the reconvened concurrent meetings of the Companies’ creditors on 8 February 2021, creditors resolved to terminate the Deed of Company Arrangement (Deed) entered into with Aureus LNG GmbH (Aureus) and others on 8 October 2020 and place each of the Companies into liquidation. The Deed was terminated as Aureus was unable to satisfy the conditions precedent to enable the Deed to be effectuated. 

Pursuant to the terms of the Deed and the provisions of the Corporations Act 2001 (Act), the Deed Administrators were appointed to act as the Joint and Several Liquidators of the Companies on 8 February 2021.

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.

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).

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).

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"

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 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.

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. 

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.

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.

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.

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.

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.

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

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.

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.

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)

As announced to the ASX on 9 February 2021, the creditors of the Companies resolved to terminate on 8 February 2021 the Deed of Company Arrangement (Deed) which had been entered into with Aureus LNG GmbH (Aureus) on 8 October 2020 and place the Companies into liquidation. The Deed was terminated as Aureus was unable to satisfy the conditions precedent to enable the Deed to be effectuated. 

Accordingly, Messrs Crosbie, Theobald and Walley now act as Liquidators of the Companies.

Creditors of MLNG, NALNG and LNGI are advised that, in order to participate in any distribution to be made in a company(s) liquidation process, formal proof of debts must be completed and returned alongside supporting documentation by no later than Tuesday 9 March 2021. Please email Ms Courtney McLean of our office at courtney.mclean@pwc.com.

Refer to correspondence dated 15 February 2021 for further information.

A meeting of the creditors of LNG International Pty Ltd, Mayflower LNG Pty Ltd and North American LNG Pty Ltd has been convened for Tuesday 23 March 2021 at 11:00AM AEDT. Please refer to the Report to Creditors dated 4 March 2021 for further information

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.

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.

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.

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.

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

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

The concurrent Third Meetings which opened on 15 January 2021, and were subsequently adjourned to 28 January 2021, have been adjourned until 4:00PM AEDT Friday, 5 February 2021.

The concurrent Third Meetings which opened on 15 January 2021, and were subsequently adjourned on 28 January and 5 February 2021, have been adjourned until 3:00PM AEDT Monday, 8 February 2021.

Please refer to the notice of meeting enclosed in the Report to Creditors dated 4 March 2021.