Federal Court of Australia

Vouris, in the matter of Rapid Response Revival Research Limited (Administrators Appointed) [2025] FCA 850

ORDERS

THE COURT NOTES THAT:

A.    In these orders, the Companies means:

(i)    Rapid Response Revival Research Limited ACN 617 494 890 (Administrators Appointed);

(ii)    Aedata Pty Ltd ACN 635 788 279 (Administrators Appointed);

(iii)    Cellaed Life Saver Pty Ltd ACN 620 117 384 (Administrators Appointed);

(iv)    First Aid Fast App Pty Ltd ACN 605 351 960 (Administrators Appointed);

(v)    RRR International Pty Ltd ACN 631 593 470 (Administrators Appointed);

(vi)    RRR Manufacturing Pty Ltd ACN 626 240 104 (Administrators Appointed); and

(vii)    RRR Research Pty Ltd ACN 635 855 873 (Administrators Appointed).

THE COURT ORDERS THAT:

1.    This application be returnable instanter and be heard ex parte.

2.    Pursuant to section 439A(6) of the Corporations Act 2001 (Cth), the period within which the applicants must convene the second meeting of creditors in respect of each of the Companies under s 439A of the Act (Second Meetings) be extended to 22 October 2025.

3.    Pursuant to section 447A(1) of the Act, that Part 5.3A of the Act is to operate in relation to each of the Companies such that, notwithstanding section 439A(2) of the Act, the Second Meetings may be held together or separately any time during the period during, or within five (5) business days after the end of, the convening period as extended in Order 2 above.

4.    Within seven (7) business days of making these Orders, the plaintiffs are to take all reasonable steps to give notice of the Orders to the Companies’ creditors (including the persons claiming to be creditors), by means of a circular:

(a)    to be sent by email transmission to creditors for whom the plaintiffs have current email address; and

(b)    to be sent by ordinary post to creditors for whom the plaintiffs have only a postal address.

5.    Pursuant to section 447A(1) of the Act, that Part 5.3A of the Act is to operate such that the requirement on the plaintiffs to issue notices under rr 75-225(1) and 75-15 of the Insolvency Practice Rules (Corporations) 2016 (Cth) be modified such that notice of the Second Meetings will be validly given to any creditors by, not less than five (5) business days prior to the date of the proposed meetings:

(a)    giving such notice electronically by email sent to the email address of any creditor (including persons claiming to be creditors) of the Companies for whom or which the plaintiffs hold an email address; or

(b)    sending such notice to the postal address or facsimile number, or otherwise as provided for by the Act or the Corporations Regulations 2001 (Cth), to any creditors not being a creditor referred to in sub-para (a); and

(c)    causing such notice to be published in ASIC Published Notices website located at: https://publishednotices.asic.qov.au/.

6.    The following parties have liberty to apply on giving all other interested parties not less than three (3) business days’ notice:

(a)    any person who can demonstrate sufficient interest (including any creditor of the Companies) for the purpose of modifying or discharging Orders 2 and 3 above; and

(b)    the plaintiffs, for the purpose of seeking any further extension of the convening period.

7.    The costs of and incidental to this application be costs in the voluntary administration of the Companies and be paid out of the assets of the Companies.

Note:    Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

REASONS FOR JUDGMENT

(Delivered ex tempore, revised from transcript)

CHEESEMAN J:

INTRODUCTION

1    This is an application in which the Administrators of seven companies seek an extension of time within which to hold the second meetings of creditors pursuant to ss 439A(6) and 447A(1) of the Corporations Act 2001 (Cth) and related orders. The application came before me as the Commercial and Corporations Duty Judge as an urgent application by reason of the convening period ending on 29 July 2025, with the Administrators being required to hold the second meeting of creditors by, at latest, 5 August 2025, if that period is not extended.

2    The companies’ operations pertain to the research, development, manufacturing and sale of proprietary hand-held and mobile defibrillators and revivors. The Administrators describe the major assets of the companies as comprising intellectual property rights, certificates, technology and workforce. The companies have an extensive catalogue of registered trade marks, designs and patents comprising 264 trade marks, 113 registered designs, and 139 patents across numerous jurisdictions. The companies operate in a niche industry for specific medical technology and the Administrators expect that there will be greater interest in the purchase of the companies’ assets (not only inventory but also the intellectual property) by prospective overseas purchasers than domestically. An extension of the convening period for a period of up to three months is sought to enable an international sales campaign to take place, for offers to be received and for proceeds to be receipted.

3    The Administrators bring this application because they have concluded that they will need to undertake substantial work in relation to the administration of each of the companies which will not be able to be completed in the period prescribed by section 439A of the Act before the second meetings of creditors must be convened. The work contemplated by the Administrators is directed to maximising the return for creditors including by conducting further investigations into claims that may be available to the companies against the director/s and others. Upon completion of the necessary work the Administrators will require sufficient time to produce a report to creditors making recommendations on the future of the companies in external administration. The work program and the resources required to complete it are detailed in the evidence relied on by the Administrators in bringing this application.

4    For the reasons which follow, I am satisfied that it is an appropriate exercise of discretion to grant the relief sought by the Administrators.

EVIDENCE

5    The Administrators rely on the following evidence:

(1)    an affidavit of John Vouris, one of the joint and several administrators and the Chairperson, affirmed 21 July 2025 and its annexure JV-1;

(2)    an affidavit of Joseph Coorey, an employee of Hall Chadwick, affirmed 23 July 2025; and

(3)    an email chain between the Administrators and the companies’ patent attorney between 3 July 2025 to 17 July 2025, marked as Exhibit 1 (which was inadvertently omitted from annexure JV-1 to Mr Vouris’ affidavit).

BACKGROUND

6    On 30 June 2025, Mr Vouris, Richard Albarran, Brent Kijurina and Aaron Dominish, each in the employ and partnership of Hall Chadwick, were appointed as the joint and several administrators of the following entities:

(1)    Rapid Response Revival Research Limited ACN 617 494 890 (Administrators Appointed);

(2)    Aedata Pty Ltd ACN 635 788 279 (Administrators Appointed);

(3)    Cellaed Life Saver Pty Ltd ACN 620 117 384 (Administrators Appointed);

(4)    First Aid Fast App Pty Ltd ACN 605 351 960 (Administrators Appointed);

(5)    RRR International Pty Ltd ACN 631 593 470 (Administrators Appointed) (RRRI);

(6)    RRR Manufacturing Pty Ltd ACN 626 240 104 (Administrators Appointed) (RRRM); and

(7)    RRR Research Pty Ltd ACN 635 855 873 (Administrators Appointed) (RRRR)

(collectively, the Companies).

7    The Administrators were appointed to each of the Companies by a resolution by each of the Companies’ directors under s 436A of the Act, with the exception of Cellaed in which the resolution was only signed by some of the directors as one director was not present.

8    Rapid Response is the holding entity of the Companies. Rapid Response is an unlisted public company with 511 shareholders. The directors of Rapid Response are Donovan Casey and William Haines.

9    Aedata, Cellaed, RRRI, RRRM and RRRR are each a wholly owned subsidiary of Rapid Response. The directors of these companies are as follows:

(1)    Aedata – Mr Casey;

(2)    Cellaed – Mr Casey, Mr Haines and Erol Teber;

(3)    RRRI – Mr Casey;

(4)    RRRM – Mr Casey; and

(5)    RRRR – Mr Casey.

10    First Aid Fast is a wholly owned subsidiary of Cellaed. Cellaed is the trustee of the Cellaed IP Holding Unit Trust Australia ABN 63 206 434170.

11    The Administrators’ evidence sets out the key works undertaken in relation to each of the administrations to date and the relevant staff of Hall Chadwick who have performed that work as well as comprehensively itemising the tasks that have been undertaken. As mentioned, the proposed further works that the Administrators will undertake before producing a second report to creditors is also addressed in the evidence.

12    The relevant milestones in the administration of the Companies to date may be briefly stated as follows.

13    Following the appointment of the Administrators, the Companies have been in a care and maintenance status. The Administrators' focus has been on progressing business relationships (with a view to arranging a sale of the business/assets and any other tasks required to maintain the Companies’ registrations, certificates and licences), collection of pre-appointment debts, and ongoing dealings with customers.

14    On or about 2 July 2025, the Administrators issued their initial notice to the creditors of the Companies (which included notice of the first meeting of creditors of the Companies and the Administrators’ Declaration of Independence, Relevant Relationships and Indemnities (DIRRI)).

15    On 10 July 2025, the first creditors’ meetings of the Companies were held both virtually and at the offices of the Hall Chadwick in Sydney, New South Wales. The meetings were held concurrently. A quorum was in attendance, as defined by r 75-105 of the Insolvency Practice Rules (Corporations) 2016 (Cth), for Rapid Response, Aedata, RRRI, RRRM and RRRR. No quorum was reached for First Aid Fast or Cellaed. There are 194 creditors in the Companies’ administration.

16    At the first meeting, the first report to creditors dated 2 July 2025 and the DIRRI for each of the Companies was tabled. The Chairperson advised that the Companies did not have sufficient funds to continue trading. The Administrators reported on meetings with the secured creditor, management and the shareholders about funding the Administrators’ trading of the business. No party expressed an interest in funding the continued trading of the Companies.

17    The employees of the businesses were employed by Rapid Response, the holding company. The Administrators stood down the majority of staff and have only retained key employees relevant to complying with licensing and research and development (R&D) requirements.

18    The Chairperson informed the meetings that an information memorandum was being prepared and that the Administrators were launching a global sale of business campaign. The Administrators and their staff reported that they had already held meetings with prospective buyers.

19    The Chairperson confirmed that the Administrators had conducted preliminary investigations into the personal financial position of the directors. The Chairperson informed the meetings that the directors are unlikely to put up a Deed of Company Arrangement (DOCA) due to their personal financial position. In doing so, the Chairperson noted that it was however possible that a purchaser may put forward a DOCA.

20    As at the first meetings, the Chairperson reported that the Administrators were still in the process of liaising with the Commonwealth Bank of Australia to transfer all funds in the Companies’ accounts to the Companies’ administration accounts. He also mentioned that the Administrators were seeking to progress the Companies’ R&D tax incentives.

21    At the first meetings, the Administrators flagged that they were considering whether an extension of the convening period might be required.

22    At the first meetings, it was resolved that a Committee of Inspection be appointed over the administration of Rapid Response. The Committee of Inspection was comprised of six creditors:

(1)    Dentons Patent Attorneys Australasia Limited (NC);

(2)    Dentons Australia Limited;

(3)    Ned Kelly;

(4)    Smitha Viswanatha, an employee representative;

(5)    Sotiria Anastopoulos, an employee representative; and

(6)    Scott Casey, the COO,

(collectively, the COI).

23    On 16 July 2025, the Administrators issued a report to the Committee of Inspection (COI Report).

24    On 17 July 2025, a meeting of the Committee of Inspection was convened. The Administrators advised the Committee of Inspection of their intention to file an application to extend the convening period for up to three months. Five of the Committee of Inspection members did not object to the application for an extension of convening period for the purpose identified by the Administrators. One of the Committee of Inspection employee representatives objected to the making of the application on the basis that there was no plan for the employees that have been stood down during the convening period.

25    This application was brought promptly thereafter. It was filed on 21 July 2025 and heard on 23 July 2025.

APPLICABLE PRINCIPLES

26    The principles which apply to an application such as the present are well-settled. Such applications have become commonplace: Hams (Administrator), in the matter of Onesteel Manufacturing Pty Ltd (Administrators Appointed) [2025] FCA 219 at [24] (Neskovcin J). The legal principles that inform the Court’s exercise of discretion and power to extend the time for holding a second creditors’ meeting were considered in Strawbridge, in the matter of Virgin Australia Holdings Pty Ltd (administrators appointed) (No 2) [2020] FCA 717; 144 ACSR 347 at [64]–[68] (Middleton J), Onesteel at [24]–[30] (Neskovcin J) and Frisken, in the matter of Xpress Transport Solutions Pty Ltd (Receivers and Managers Appointed) (Administrator Appointed) [2023] FCA 448 at [30]–[38].

27    The overarching object of Part 5.3A of the Act, of which s 439A and s 447A form part, is to administer a financially stressed company in such a way as to maximise the chance of the company continuing in existence or, if that is not possible, obtaining a better return for the company’s creditors and members than would result from an immediate winding up: s 435A. The essential tension that the Court must balance is between the expectation that an administration will be undertaken in a relatively speedy and summary manner with the need to ensure the administration is not conducted without consideration of sensible and constructive options directed towards maximising the returns for creditors and any return for shareholders.

28    In the present circumstances, the observations made by Jackman J in Albarran, in the matter of Bonza Aviation Pty Ltd (Administrators Appointed) [2024] FCA 575 at [12] are apposite:

An extension of the administration period to facilitate either (or both of): (a) the sale of the business of the company as a going concern, so as to maximise the value of the company’s assets; or (b) the progression and assessment of a DOCA proposal that may provide a better return to creditors than a winding-up, are central instances in which it will generally be appropriate for the court to extend the convening period. An additional factor in favour of extending the convening period is the need for creditors to have sufficient information at the second meeting to allow them to exercise their decision as to the future of the company in as informed a manner as possible.

CONSIDERATION

29    I am satisfied that I should exercise the discretion to extend by up to three months the period for convening the second meeting of creditors of each of the Companies.

30    In reaching this conclusion, I have afforded weight to the Administrators’ opinion (as deposed to by Mr Vouris) that to do so is in the interests of creditors and is necessary to enable them to undertake the work necessary to conduct a global sales campaign and to prepare their second report to creditors. Many of the trade marks, designs and patents have upcoming deadlines to further advance or maintain their registrations in various jurisdictions, including New Zealand, United Arab Emirates, Saudi Arabia, Australia, China, the Eurasian Patent Organisation, Kuwait, Republic of Korea, Egypt, Argentina, Japan, Malaysia, India, South Africa and Taiwan. The value of the Companies’ business offering is likely to increase if its intellectual property registrations are advanced or renewed, as opposed to if the registrations lapse or are not pursued. I accept the Administrators’ view that to conduct the business sale campaign internationally is likely to maximise the potential sale value and prospective return to creditors. Conversely, if the convening period is not extended, the prospect of an urgent sale, is likely to materially prejudice the Companies’ creditors.

31    The Administrators have by their evidence demonstrated that the sales campaign in relation to the Companies’ businesses is being actively pursued and that there is global interest from potential purchasers that has thus far resulted in twelve potential purchasers executing confidentiality deeds in relation to the sale process.

32    In these circumstances, the support of five of the six members of the Committee of Inspection also weighs in favour of exercising the discretion in favour of extending the convening period. Although one member of the Committee of Inspection opposed the extension on the basis of the impact on Rapid Response’s employees (who are creditors in respect of claims for wages, annual leave, long service leave and superannuation), I am satisfied that the prejudice occasioned by the extension of the period is outweighed by the advantage of maximising the return to creditors by allowing the requisite time for an international sale campaign.

33    The Administrators have disclosed to creditors that at this stage there is no DOCA in prospect and that the Companies have insufficient funds to continue to trade. Accordingly, the Administrators are focussed on maximising the return on the sale of the Companies’ assets for the ultimate benefit of creditors. The Administrators’ primary focus is on executing an effective sales campaign, but as mentioned they will also use the additional time to undertake further investigation into potential claims against the Companies’ director(s). The work undertaken by the Administrators in the extended period will assist in formulating the Administrators’ recommendations to creditors in their second report. To afford the Administrators the time they seek will also place the Administrators in a position to properly report and make recommendations to creditors.

34    I am satisfied that the extension sought is for an appropriate period having regard to the sale process that is contemplated and having regard to the complexity of the Companies’ business, the nature of the assets involved and the relationships between the various companies. The evidence demonstrates that in the short period available to them the Administrators have commenced preliminary work, and on this basis, I accept that the period of the extension has been justified on an informed basis, including by reference to Mr Vouris’ experience in arranging for the sale of business assets, both domestically and internationally. Prudently, the time of the extension has been calculated to allow for some contingency in the event of complications arising with the international sales campaign or in the due diligence processes with potential purchasers.

35    As is commonplace, the Administrators also seek an a “Daisytek order” to allow the second meeting of the creditors required by s 439A to be held at any time before, or within five business days after, the end of the extended convening period, notwithstanding the operation of s 439A(2): In the matter of Daisytek Australia Pty Limited [2003] FCA 575; 45 ACSR 446 at [10]–[14] (Lindgren J). I will make that order. It will enable the Administrators flexibility to determine, if they see fit, to convene the second creditors’ meeting earlier than the time allowed.

36    I will otherwise order that the Administrators give notice of these orders to creditors and give interested parties liberty to apply to vary or discharge the orders. I will also grant liberty to apply to the Administrator. I will make an order for the electronic provision of reports and documents to the Companies’ creditors, which will allow for expeditious resolution of the administration, including notifying the Companies’ creditors as quickly and cheaply as possible. There is no suggestion that the Administrators have acted other than diligently and in good faith in making this application. The Administrator’s costs of the interlocutory process will be costs in the administration.

CONCLUSION

37    Accordingly, I will make orders substantially in accordance with the relief sought by the Administrators in the originating process.

Associate:

Dated:    23 July 2025

Schedule

No: NSD 1244 of 2025

Federal Court of Australia

District Registry: New South Wales Registry

Division: General