Angas Securities scheme of arrangement approved

Articles Written by Ben Renfrey (Partner), Sara Gaertner (Senior Associate)

The issues Angas Securities Limited (Angas) has had with its $220 million Debenture Fund have been well publicised. Those issues began in late 2012 following the entry of Provident Capital Limited and Banksia Securities Limited into receivership earlier that year. 

Angas’ issues with its Debenture Fund ended on 17 May 2019 when the Federal Court approved the scheme of arrangement between Angas and its Debenture Holders (Scheme).  

The Scheme will effect:

  • the cancellation of $94 million of Debenture debt which was due to be repaid by 30 June 2019 in consideration for the issue to Debenture Holders of 70% of the issued capital of Angas and 100% of the units in a new managed investment scheme called the Angas Asset Management Fund (AAMF). The AAMF will hold substantially all of the assets that were available to Debenture Holders for the repayment of the Debenture debt;
  • the retirement of The Trust Company (Nominees) Limited (Trustee) as trustee of the Debentures; and 
  • the grant of releases by Debenture Holders in favour of Angas, its past and current directors and the Trustee. 

Background

Angas was established in 2000 and had issued $219.65 million of debentures as at June 2015.  

ASIC and Trustee scrutiny of debenture issuers like Angas increased markedly following Provident and Banksia’s entry into receivership in 2012. 

The Trustee commenced an independent business review of Angas in late 2012, applied to the Federal Court for new valuations of Angas’ assets in 2013, applied again to the Federal Court (unsuccessfully) to freeze Angas’ Debenture Fund in 2014 and applied again to appoint Receivers to Angas in April 2015. 

At this stage Angas acted to cease the ongoing litigation with the Trustee by proposing a management Run-Off of the Debenture Fund to be completed by December 2016. The Run-Off was ordered by the Federal Court in June 2015. 

The Run-Off was extended by the Federal Court and approved by extraordinary resolutions of the Debenture Holders in 2016 and 2017, and was finally due to be completed by 30 June 2019.

In February 2019, Angas sought approval for the Scheme when it became clear that Angas would not be able to repay the Debenture debt in full.  

The Scheme was proposed to enable Angas to continue as a going concern and structurally separate the two businesses of Angas, being the negatively affected Debenture Fund and its profitable funds management business.

JWS represented Angas in the disputes between Angas and the Trustee, the Run-Off between 2015 and early 2019 and in relation to the Scheme. 

Conclusion

In approving the Scheme, the Federal Court agreed with Angas and its independent expert, Jeff Hall of Sumner Hall Associates that Debenture Holders would be better off under the Scheme than if Angas went into external administration. 

The Scheme materially restructures Angas’ balance sheet and allows Angas a clear run at building its existing successful funds management business whilst at the same time preserving maximum value for its former Debenture Holders (who are now its majority shareholders and owners of the Angas Asset Management Fund).

Read the full judgment here.

Important Disclaimer: The material contained in this article is comment of a general nature only and is not and nor is it intended to be advice on any specific professional matter. In that the effectiveness or accuracy of any professional advice depends upon the particular circumstances of each case, neither the firm nor any individual author accepts any responsibility whatsoever for any acts or omissions resulting from reliance upon the content of any articles. Before acting on the basis of any material contained in this publication, we recommend that you consult your professional adviser. Liability limited by a scheme approved under Professional Standards Legislation (Australia-wide except in Tasmania).

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