Background information
I would like to take the opportunity to advise you that all legal proceedings against BBL commenced by shareholders and funded and administered by litigation funder Bookarelli Pty Ltd (Bookarelli) have been settled. This settlement will end all litigation and after more than 15 years of the Company being in external administration, will allow me to declare a dividend to creditors and noteholders and finalise the liquidation in due course.
A such a binding agreement has been entered into with Bookarelli. For all noteholders, please see the circular mailed to you for further details.
An agreement settling all litigation against BBL was reached and settlement deeds were signed on 12 August 2025 (Deed). The settlement was conditional on Court approval and I instructed my solicitors to file an application in the Court pursuant to Sections 477(2B) and 1322(4)(a) of the Corporations Act 2001 (Cth) (Act) and section 90-15 of the Insolvency Practice Schedule to the Act, seeking the Court’s approval to enter into the Deed, a declaration that my execution of the Deed in advance of obtaining the Court’s approval does not invalidate the Deed, and a direction that I am justified in entering into and performing the settlement obligations in the Deed.
The Court granted me the orders I sought, namely, approval to enter into the Deed, and that I was justified in entering into (and causing BBL to enter into) the Deed and giving effect to the Deed, and that the execution of the Deed prior to the application being sought does not invalidate
At this juncture, my initial request per the circular mailed to all noteholders is that noteholders return by email, only their phone number and most importantly their email address to allow me to request more detailed information in the future to allow the dividend to be paid. Please refer to my separate letter which has been mailed to you.
Settlement
As noted above, the details of the settlement are confidential, however, the key elements of the settlement are as follows:
- The settlement is a full and final settlement of all shareholder proceedings current and future (including any ones not yet commenced).
- All Bookarelli directors and associates are bound by the settlement and are prevented from commencing any further litigation. This undertaking precludes Bookarelli’s, barristers, lawyers and other advisors from soliciting or assisting the commencement of other litigation. This was noted in the directions hearing before the Court.
- A small sum will be paid to BBL to settle the matter. This has now been received.
- No monies will be paid by BBL to Bookarelli, their barristers or solicitors, or any of the plaintiffs in the various shareholder proceedings.
- All legal proceedings on foot have been terminated, which has been ordered and approved by the Court, and proceedings have now been dismissed by the Court.
- BBL will forgo any right to any legal costs owed to me or the Company by shareholders that have not yet been paid.
Dividend process
Accordingly, I am now in a position to start to attend to the matters that are required to be undertaken to allow me to commence the dividend process which is subject to the various procedural and legal matters that are required by the Act. The dividend process is not without complexity in a legal sense and is made more difficult due to the limited information I have regarding noteholders. And finally, the process will be delayed, due to the need to apply to the Court for orders in relation to a number of dividend issues before a dividend can be paid.
As referred to there will be a process of each noteholder providing their details into an online distribution platform to allow the dividend to be paid into their individual bank accounts. Currently, I do not have sufficient noteholder information as this was not recorded in the Company’s records. The details required to be provided to me in due course include your phone number, email address and bank account details.
But at this juncture, my initial request is only asking that noteholders return by email, only their phone number and most importantly their email address to allow me to request more detailed information in the future to allow the dividend to be paid.
In respect of noteholder creditors, you are NOT required to complete a proof of debt form. Your claim is included in a proof of debt lodged by Perpetual Limited (formerly The Trust Company Fiduciary Services Limited) on behalf of ALL noteholder creditors. As a result, I will pay a dividend to noteholders based on the number of notes recorded on the noteholders register maintained by the Company, which will include any note transfers that may have subsequently occurred.
If you believe your holding is not consistent with the register, please advise my office immediately via email
What you need to do now
Finally, as noted this process is made more complex due to the lack of information held in respect to each noteholder and the records of BBL in respect of Noteholders has not been undated since 2009. As a consequence, the dividend payment will be delayed until all the information safety procedures and systems are in place to allow the dividend to be paid, as well as all various dividend requirements under the Act have been satisfied.
Queries
Should you have any queries regarding the above, please contact us via email to bandbltd@deloitte.com.au.
