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PNG - Pinnacle Point Group Limited - Notice of statutory second meeting of
creditors
PINNACLE POINT GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 2000/000059/06)
JSE Share code: PNG
NSE Share code: PNG
ISIN: ZAE000127122
("Pinnacle Point" or the "Company")
NOTICE OF STATUTORY SECOND MEETING OF CREDITORS
TO ALL KNOWN CREDITORS
Dear Sir/Madam
PINNACLE POINT GROUP LTD (IN LIQUIDATION) - A PUBLIC COMPANY FORMERLY LISTED ON
THE STOCK EXCHANGE WITH REGISTERED OFFICE AT ARCAY HOUSE, 3 ANERLEY ROAD,
PARKTOWN, GAUTENG - MASTER`S REFERENCE NO. C1034/2011
We write to inform you that the Statutory Second Meeting of Creditors and
Members in the above company has been convened to be held before the Magistrate,
Wynberg on Thursday 24 May 2012 at 09h00.
We attach under cover hereof a copy of our Liquidator`s report and proposed
resolutions to be tabled at the meeting.
At this stage and subject to the amounts which may ultimately be realised in
respect of claims against subsidiary companies that have been placed under
liquidation and/or from investments made in such subsidiary companies will
ultimately dictate whether or not there will be free residue funds available for
distribution to preferent and concurrent creditors.
Failing the receipt of such amounts there will be a contribution levied on
creditors who submit claims to proof.
At this stage we recommend that only secured creditors submit claims to proof
and rely on their security for the satisfaction of that claim.
Yours faithfully
B N SHAW
JOINT LIQUIDATOR
REPORT BY THE JOINT LIQUIDATORS, BRYAN NEVILLE SHAW and WAYNE HENRY HUFKIE, TO
BE SUBMITTED AT THE STATUTORY SECOND MEETING OF CREDITORS AND CONTRIBUTORIES
CONVENED TO BE HELD BEFORE THE MAGISTRATE, WYNBERG ON THURSDAY 24 MAY 2012 AT
09H00.
Cape Point Vineyards (Pty) Ltd brought an application for business rescue on 12
July 2011 as an intervening party in liquidation proceedings which had been
instituted for the winding up of the company. The application for business
rescue proceedings was opposed but the Court duly granted the business rescue
application and Michael John Lane was thereafter appointed as the business
rescue practitioner by Order of the High Court of South Africa (Western Cape
High Court, Cape Town).
Thereafter Mr M J Lane in his capacity as the business rescue practitioner and
after his preliminary investigations concluded that the company had no
reasonable prospect of being rescued. Having reached such conclusion he in his
capacity as business rescue practitioner and as is incumbent upon him in terms
of the provisions of Section 141(2) of the Companies Act No. 71 of 2008 (the
Act) brought an application to convert the business rescue proceedings for the
company to liquidation proceedings as is contemplated by Section 132(2)(a)(ii)
of the Act.
The company was thereafter placed into provisional liquidation by Order of the
High Court of South Africa (Western Cape High Court, Cape Town) on 27 September
2011. This Order was subsequently made final on 4 November 2011. We were
appointed as the joint provisional liquidators by the Master of the High Court
Cape Town per his Certificate of Appointment dated 7 October 2011.
Four (4) claims totalling the amount of R40 269 935,27 were submitted and proved
at the First Meeting of Creditors held before the Magistrate, Wynberg on 26
January 2012. We were thereafter appointed joint liquidators by the Master of
the High Court in terms of his Certificate of Appointment dated 17 February
2012.
REPORT
SECTION 402(a) : CAPITAL ASSETS AND LIABILITIES
The company, having it`s registered office at Arcay House, 3 Anerley Road,
Parktown, Gauteng was registered on 14th January 2000 under registration no.
2000/000059/06.
The directors of the company as at the date of the grant of the provisional
Order of liquidation and as reflected by the Companies and Intellectual Property
Commission were:-
1. Steven Kruger
2. Sibusiso Sydney Gamede
3. George Henry Johannes
4. Adegboyega Oluwarotimi Austen-Peters
5. Fola Ogunsiakan
6. Jacques Henry Van Der Westhuizen
The secretary of the company was Arcay Client Support.
The authorised share capital of the company was 10 000 000 000 ordinary par
value shares of R0,0001 each.
The issued share capital of the company is reflected in it`s books and records
as being 8 311 122 000 and the issued shares are held by various members of the
public including various corporate entities.
ASSETS
1. Investment in subsidiaries 1 742 408 857
2. Inter-company debit loan accounts 835 519 458
3. Painting collection (at book value) 1 013 000
--------------------
R2 578 941 315
LIABILITIES
Secured Creditors
John Taylor Attorneys - in respect of monies due in respect of legal costs and
where the attorney alleges to hold a pledge of the paintings referred to in 3
above Unknown
Preferent Creditors
Arrear salaries, leave pay and retrenchment pay due to former employees and
which claims have a super preference pursuant to the Companies Act and in
particular the business
rescue proceedings 2 110 213
Concurrent Creditors (comprising bank overdrafts, loans,
trade creditors and inter-company credit loan accounts) 54 545 417
----------------
R56 655 630
SECTION 402(b) : CAUSES OF THE COMPANY`S FAILURE
At this stage no reasons whatsoever have been advanced by the directors of the
company as to the causes of the company`s failure.
This is a matter and aspect which is currently under investigation in terms of a
Section 417/418 Commission of Enquiry which is being held into the affairs of
the company and as dealt with under Section 402(f) of this report.
SECTION 402(c) - CONTRAVENTIONS AND OFFENSES
A report will be submitted in due course to the Master of the High Court in
compliance with Section 400(2) of the Companies Act No. 61 of 1973 (as amended).
SECTION 402(d) : LIABILITY OF DIRECTORS AND/OR OFFICERS
At this stage there would appear to be reason to believe that the directors or
officers or former directors or officers of the company can be held personally
liable for damages or compensation or for any debts or liabilities of the
company.
SECTION 402(e) : LEGAL PROCEEDINGS
We are not aware of any legal proceedings by or against the company which were
suspended by the liquidation proceedings.
SECTION 402(f) : FURTHER ENQUIRY
Pursuant to our preliminary investigations into the financial affairs of this
company it became quite apparent that various transactions that took place in
this company necessitated further forensic investigation and a detailed enquiry
into the affairs of the company in regard to its formation, promotion and
failure.
As a consequence hereof the provisional liquidators applied for an Order in
terms of the provisions of Section 417 and 418 of the Companies Act to conduct a
Commission of Enquiry into the affairs of this company.
The aforementioned Order was duly granted on 22 November 2011 and the retired
Judge Meyer Joffe was appointed as Commissioner by Order of the High Court of
South Africa (Western Cape High Court, Cape Town).
This enquiry is currently taking place into the affairs of the company.
SECTION 402(g) : BOOKS AND RECORDS
The company would appear to have kept proper books and records as contemplated
by Section 284 of the Companies Act.
SECTION 402(h) : PROGRESS AND PROSPECTS OF LIQUIDATION
1. It became apparent to the joint provisional liquidators pursuant to their
preliminary investigations that it was necessary for them to seek an
extension of their powers as is contemplated by the provisions of Section
386(5) of the Companies Act to attend to inter alia the following:-
(i) We were authorised to bring the application.
(ii) To obtain legal advice on any question of law affecting the administration
of the company and to that end to engage the services of attorneys and
counsel.
(iii) To agree with such attorneys and counsel on a tariff or scale of fees
to be charged by and paid to such attorneys and/or counsel for rendering of
services to the company and to conclude written agreements with the
attorneys and/or counsel in the form as contemplated by Section 73(2) of
the Insolvency Act No. 24 of 1936 (as amended) read together with Section
339 of the Companies Act.
(iv) To pay the attorneys and/or counsel the agreed costs and the disbursements
made by the attorneys and/or counsel out of the company for such services
as rendered by them together with any disbursements.
(v) To exercise the power to bring or defend any action or other legal
proceedings of a civil nature in terms of Section 386(4)(a) of the
Companies Act.
(vi) Ratifying and confirming in accordance with Section 386(5) of the Companies
Act the actions of the provisional liquidators and/or liquidators.
(vii)That the costs of the liquidation be treated as costs in the winding up of
the company.
2. As can be established from the aforegoing report the company has numerous
loan accounts and investments in subsidiary entities and steps have been
taken by the provisional liquidators after our powers were duly extended in
terms of the provisions of Section 386(5) of the Companies Act to liquidate
those entities where we believed a benefit would or could possibly accrue
to the company in liquidation.
Certain entities have consequently been wound up and it remains to be seen
whether or not dividends will accrue to this entity in respect of its loan
account claims.
3. The company`s books and records reflect that it did own certain movable
assets comprising motor vehicles, computer equipment, software, office
furniture and fittings which included paintings to a value of R1 193 343.
As at the date of this report we have been unable to trace or recover any
of the movable assets referred to above save for the collection of
paintings and these are matters that are still under investigation.
For example we have established that the painting collection is in the
possession of John Taylor Attorney, the former attorney for the company,
and who has alleged that he holds a pledge of the painting as security in
respect of his claim against the company in respect of legal services
rendered. This is also a matter which is being investigated.
4. The company invested R746 000 in a Red i software package in respect of the
Lagos marketing and sales tool. Investigations are ongoing to establish
whether or not this software package has any realisable value.
5. There are a number of pre-payments reflected in the company`s books of R539
537 but it is unlikely, given the information at our disposal, that any of
these pre-paid deposits will be refunded.
Dividend expectations
As can be established from the aforegoing we are unable at this stage to
estimate any potential concurrent dividend as this will depend on the amounts to
be realised from the company`s investments and loan account claims.
SECTION 402(i) : MATTERS REQUIRING THE FURTHER DIRECTIONS OF CREDITORS
Such directions as we require of the creditors are contained in the resolutions
numbers 1 to 16 which are submitted for consideration and adoption by creditors
at today`s meeting in conjunction with this report.
Creditors are requested to adopt these resolutions to enable the administration
of the company in liquidation to continue.
Dated at CAPE TOWN this day of MAY 2012.
B N SHAW W H HUFKIE
JOINT LIQUIDATOR JOINT LIQUIDATOR
C/O PROGRESSIVE ADMINISTRATION (CAPE) (PTY) LTD
3rd Floor, Hycastle House
58 Loop Street
CAPE TOWN
8001
RESOLUTIONS SUBMITTED FOR ADOPTION AT THE SECOND MEETING OF CREDITORS AND
CONTRIBUTORIES HELD BEFORE THE MAGISTRATE, WYNBERG ON THURSDAY 24 MAY 2012 AT
09H00.
RESOLVED :
1. THAT the actions of the Joint Liquidators to date be and are hereby
approved, confirmed and ratified.
2. THAT the Report of the Joint Liquidators be and is hereby approved and
adopted.
3. THAT the Joint Liquidators be and are hereby authorised and empowered to
take legal opinion or to institute or defend any action or application in
respect of any matter affecting the company in any competent Court of Law
and for those purposes they be and are hereby authorised and empowered to
engage the services of Attorney and/or Counsel; such legal costs as may be
incurred to be costs in the winding-up of the company.
4. THAT the Joint Liquidators be and are hereby authorised and empowered to
dispose of the assets of the company by public auction and/or public tender
and/or private treaty as they in their discretion may deem fit.
5. THAT the Joint Liquidators be and are hereby authorised and empowered to
sign all the necessary documents as may be required to effect transfer of
the ownership of the assets, including fixed property, to the purchaser
thereof.
6. THAT the Joint Liquidators be and are hereby authorised and empowered to
compromise any claim against the company, provided that proof thereof has
been tendered at a meeting of creditors.
7. THAT the Joint Liquidators be authorised to pursue the collection of the
outstanding accounts, if any, and for this purpose to engage whatever legal
assistance they may require as costs of the administration and paid
accordingly. Provided further that the Joint Liquidators be authorised to
dispose of the outstanding accounts, if any, by public auction, public
tender or private treaty on such terms and conditions as they in their
discretion deems fit, provided that in a sale by private treaty the minimum
amount to be obtained be not less that R2,00. Further that the Joint
Liquidators be authorised to abandon the outstanding accounts should they
deem these to be bad and irrecoverable.
8. THAT the Joint Liquidators be and are hereby authorised to abandon any
security, to the creditor concerned in full settlement of that creditor`s
claim or at an agreed valuation as the case may be, provided that the Joint
Liquidators are satisfied that no benefit could accrue to the concurrent
creditors of the company were the assets in question to be realised in the
ordinary course, subject to the creditor concerned paying the costs of the
realisation attributable to his security in terms of Section 89(1) of the
Insolvency Act.
9. THAT the actions of the Joint Liquidators in having continued trading
operation be and are hereby ratified and confirmed and any losses that may
have been sustained during such trading period be treated as costs of
liquidation.
10. THAT the Joint Liquidators be and are hereby authorised to make application
for the destruction of the books and records of the company six (6) months
after confirmation of the final account.
11. THAT any excess in premiums and stamp duty on Security Bonds or asset
insurance which is more than that provided for in Rule 31 laid down by the
Master of the High Court be and is hereby authorised as an administration
expense to be borne by the estate.
12. THAT the Joint Liquidators be and are hereby authorised to employ auditors
to investigate and write up the books of the estate to the date of
liquidation and to produce an audited balance sheet as at that date, and to
complete any necessary Income Tax and other Government Returns and that all
costs so incurred shall be costs in the liquidation of the estate.
13. THAT the Joint Liquidators be and are hereby authorised and empowered in
their discretion to hold an enquiry into the formation and affairs of the
estate and/or any matter relating hereto, should they deem it to be in the
best interest of creditors and to employ attorneys an/or Counsel and/or
Recording Agents to assist in the said enquiry, and to summons any person
who he should deem necessary to be present at the enquiry, all costs so
incurred to be costs of administration.
14. THAT the action of the Joint Liquidators in utilising the services of
former officials of the company and/or representatives for the purpose of
tracing assets, compiling an inventory of stock and taking possession of
the assets, be and are hereby confirmed, that their remuneration plus
travelling expenses be paid by the estate.
15. That the Joint Liquidators be and are hereby authorised to proceed with the
disposal of the properties either by public auction or private treaty
sales, as the case may be, and for the maximum amounts that can be
realised.
16. That the Joint Liquidators be and are hereby authorised to conclude lease
agreements in respect of prospective tenants for the properties of the
company where applicable.
17. That the Joint Liquidators be and are hereby authorised to institute legal
proceedings where necessary and appropriate for the recovery of any amounts
that may be due by tenants of the company`s immovable properties in respect
of arrear rentals or any other matter relating thereto.
18. THAT the further conduct of the liquidation be left in the hands of the
Joint Liquidators.
q.q. PROVED CREDITORS NO`S:
MEMBER:
PRESIDING OFFICER:
_________________________
Johannesburg
21 May 2012
Designated Advisor
Arcay Moela Sponsors (Proprietary) Limited
Date: 21/05/2012 14:25:08 Supplied by www.sharenet.co.za
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