Notice is given that a meeting of the creditors of the Company, or a meeting for each of the Companies, (for multiple companies), will be held:
(If multiple companies, see special instructions for meeting times)
Agenda items are:
To receive the report by the Deed Administrators about the proposed variations to AWTIs Deed of Company Arrangement (DOCA).To receive a statement of the Deed Administrators opinion and reasons as to whether it would be in the creditors interests for AWTI to execute a variation to the DOCA.To receive a statement of such other information known to the Deed Administrators as will enable the creditors to make an informed decision about the proposed DOCA variations.For the creditors to consider the following variations to the DOCA: (i) Remove clause 5.6(b) and replace with a new clause 5.6(b) such that within five business days of the execution of a deed of variation, the $38,000 provided by NauticAWT, which is currently held on trust, is transferred to the Deed Fund. Subsequent amendments to clause 5.6(a) and the removal of clause 5.6(d) would also be required to reflect the change to 5.6(b).(ii) Remove clause 5.6(c) such that NauticAWT is not required to contribute any additional funds to the Deed Fund to fund the Deed Administrators Remuneration.(iii) Amend clause 7.1(a) such that the First Contribution Sum is payable 10 months after the Commencement Date, rather than 6 months after the Commencement Date.(iv) Amend clause 7.1(b) such that the Second Contribution Sum is payable 10 months after the Commencement Date, rather than 9 months after the Commencement Date.(v) Remove clauses 7.5 and 7.6 such that the balance of the Contribution Sum after the deduction of the Administrators Remuneration, Administrators Disbursements, Deed Administrators Remuneration and Deed Administrators Disbursements will not be refunded to NauticAWT and that the Contribution Sum will form part of the assets of AWTI in the event of liquidation for the benefit of the Creditors. (vi) Remove clause 10(a) and replace with a new clause 10(a) such that it permits the transfer of shares in AWTIs subsidiaries, AWTI International (Asia) Sdn Bhd (AWT Asia) and Advanced Well Technologies (Malaysia) Pty Ltd (AWTM), to Andrew Fooks once NauticAWT has made payment to the Deed Fund of:+ the full amount required for the First Contribution Sum, Second Contribution Sum and Third Contribution Sum;+ $26,213 for the benefit of the Fourth Contribution Sum, being 20% of the maximum amount required for this contribution sum; and+ $51,400 for the benefit of the Fifth Contribution Sum, being 20% of the maximum amount required for this contribution sum; (vii) Amend clause 10(b) such that the Deed Administrators agree to sign any reasonable documentation required by NauticAWT to give effect to the assignment of shares pursuant to this clause and a trademark license agreement that allows AWT Asia and AWTM to use AWTIs and its subsidiaries trademarks; (viii) Remove Clause 11 and replace with a new clause 11 such that, subject to Andrew Fooks releasing all claims against AWTI, the Licence Agreement between Andrew Fooks and AWTI dated 30 November 2016 is cancelled, rather than transferred to NauticAWT Engineering Pte Ltd;(ix) Insert clause 17.2(e) such that the DOCA would be terminated and AWTI would enter into Liquidation if, after five business days following a notice of non compliance with the terms of clause 7.1 of the DOCA, NauticAWT has not rectified that non-compliance. The period required for compliance could be extended at the discretion of the Deed Administrators. The Deed Administrators would become AWTIs Liquidators. Clause 7.1 of the DOCA sets out NauticAWTs timing of payment of the Contribution Sums to the Deed Fund.For creditors to consider, should the resolution to vary the DOCA fail, to resolve that AWTI be wound up and Anthony Norman Connelly and William James Harris be appointed its liquidators.
Creditors wishing to attend are advised proofs and proxies are to be submitted to the external administrator by:
Creditors wishing to attend by electronic means are advised they can use the following facility:
Creditors wishing to participate in the meeting by using electronic facilities must return to the external administrator not later than the second-last business day before the day of the meeting, a written statement setting out
Anthony Norman ConnellyDeed Administrator
William James HarrisJoint Appointees