Federal Court of Australia

Olsen, in the matter of Babyskin Laser & Cosmetic Clinic Pty Ltd (Administrators Appointed) (No 3) [2026] FCA 1102

ORDERS

THE COURT ORDERS THAT:

1.    Pursuant to s 447A(1) of the Corporations Act 2001 (Cth), Pt 5.3A of the Corporations Act is to operate in relation to Babyskin Laser & Cosmetic Clinic Pty Ltd (administrators appointed) (Babyskin) as if, notwithstanding the provisions of s 439A of the Corporations Act, the convening period of Babyskin was the period up to and including 4 November 2026.

2.    Pursuant to s 447A(1) of the Corporations Act, Pt 5.3A of the Corporations Act is to operate in relation to Babyskin such that, notwithstanding s 439A(2) of the Corporations Act, the second meeting required under s 439A may be convened at any time before, or within five business days after, the end of the convening period as extended by order 1 of these orders.

3.    The first plaintiffs (Administrators) are to cause notice of these orders to be given, within one business day of the making of these orders to:

(a)    the creditors of Babyskin, as identified by the Administrators, in the following manner:

(i)    where the Administrators have an email address for a creditor, by notifying each such creditor, via email of the making of these orders;

(ii)    where the Administrators do not have an email address for a creditor, but do have a mobile telephone number for a creditor, by notifying each such creditor, via text message of the making of these orders and including a link to the Administrators' website on which a copy of these orders can be accessed;

(iii)    where the Administrators do not have an email address or mobile telephone number for a creditor, sending a copy of the orders to the postal address of each such creditor, as recorded in the books and records of the Company;

(iv)    publishing the orders on the website portal maintained by the Administrators; and

(b)    the Australian Securities and Investments Commission, by its email address.

4.    Subject to further order, pursuant to s 37AF of the Federal Court of Australia Act 1976 (Cth) (FCA Act), on the ground that the order is necessary to prevent prejudice to the proper administration of justice pursuant to s 37AG(1)(a) of the FCA Act, the Confidential Affidavit of Travis Graham William Olsen affirmed 4 June 2026 and filed in this proceeding, Annexure TGWO-3 to that affidavit, and any copies of that affidavit or annexure provided to and retained by the Court (Documents), are not to be disclosed by publication or otherwise for a further period of 90 days from the making of this order.

5.    The plaintiffs have liberty to apply to vary order 4.

6.    The order in paragraph 4 above does not prevent the Administrators, their legal representatives and/or their servants, agents or employees, from disclosing, publishing or accessing the Documents and the information contained therein.

7.    The plaintiffs' costs of and incidental to this application are to be costs and expenses in the administration of Babyskin and be paid out of the assets of Babyskin.

8.    Any person who can demonstrate a sufficient interest has liberty to apply to vary or discharge any orders made on three (3) business days' notice being given to the plaintiffs and to the Court.

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

REASONS FOR JUDGMENT

VANDONGEN J:

1    I have previously summarised the background to these proceedings in Olsen, in the matter of Babyskin Laser & Cosmetic Clinic Pty Ltd (Administrators Appointed) [2026] FCA 622 (Babyskin (No 1)); and Olsen, in the matter of Babyskin Laser & Cosmetic Clinic Pty Ltd (Administrators Appointed) (No 2) [2026] FCA 917 (Babyskin (No 2)). For consistency, I will use the defined terms adopted in those decisions.

2    In circumstances in which the convening period for the second meeting of creditors of Babyskin will expire on 12 August 2026, that period having already been extended by an order of this Court made under s 439A(6) of the Corporations Act 2001 (Cth) (see Babyskin (No 1)), the Administrators sought a further extension of the convening period up to and including 4 November 2026. In addition to other ancillary orders, the Administrators also sought an order that the suppression order that was made in Babyskin (No 2) be extended indefinitely or, in the alternative, for a further period of 90 days.

3    In support of their application to further extend the convening period, the Administrators relied on an affidavit of Travis Graham William Olsen affirmed 6 August 2026, which he made in his capacity as one of the Administrators. In that affidavit, Mr Olsen explained that orders were sought under s 447A(1) of the Corporations Act that the convening period be extended for up to 12 weeks to enable him to:

(1)    finalise a potential sale of the business and assets of Babyskin;

(2)    finalise investigations into potential recovery actions that may be available to a liquidator;

(3)    prepare a report to Babyskin's creditors, as required by s 439A of the Corporations Act; and

(4)    convene a second creditors' meeting, as required by s 439A of the Corporations Act.

4    In his affidavit Mr Olsen explained that the negotiations regarding the sale of Babyskin's business and assets are well advanced. Once completed, he anticipates that the sale may enable full payment of all currently identified creditors and administration costs, expenses and remuneration. However, he also said that the Administrators require a 'modest further period' to resolve some final details relating to the sale. Mr Olsen anticipated that the sale will be completed within the next 14 days.

5    Mr Olsen also gave evidence in his affidavit about the steps the Administrators have taken since the Court first made an order extending the convening period. Those steps include dealing with offers made by the directors of Babyskin to purchase Babyskin's business and assets, evaluating the likely financial outcome that would result from a sale, progressing negotiations, liaising with creditors, and carrying out investigations, including into whether there are any potential recovery actions and claims that may be available were Babyskin to be placed into liquidation.

6    According to Mr Olsen, one of the offers made to purchase the business and assets of Babyskin is preferable. Accordingly, he is presently negotiating with that preferred purchaser. Mr Olsen explained that, while those negotiations are well advanced, they have taken longer than expected and that there are some issues that still need to be resolved. Mr Olsen anticipated that those issues will be dealt with and that a transaction will complete within the next 14 days.

7    It is well established that the Court has power to make orders under s 447A(1) of the Corporations Act to extend, on a subsequent occasion, the convening period for the second meeting of creditors of a company: Strawbridge, in the matter of Virgin Australia Holdings Ltd (administrators appointed) (No 7) [2020] FCA 1182 at [12] to [13] (Strawbridge (No 7)); see also Mableson (Administrator), in the matter of Bibere Australian Beverages Pty Ltd t/as Fox Creek Wines (Administrator Appointed) [2025] FCA 533 at [38]. The principles that apply are the same as those when considering whether to extend the convening period under s 439A of the Corporations Act: Strawbridge (No 7) at [14]. Those principles were summarised in Strawbridge, in the matter of Virgin Australia Holdings Ltd (administrators appointed) (No 2) [2020] FCA 717 at [64] to [68]; see also, Freeman, in the matter of Regional Express Holdings Limited (administrators appointed) (No 2) [2024] FCA 968 at [33] to [40].

8    It appears likely that the Administrators will be able to finalise the sale of the business and assets of Babyskin within a relatively short period of time. However, it is obvious that the sale will not be finalised before the convening period, as extended, expires on 12 August 2026.

9    Mr Olsen is currently of the opinion that the best return to creditors is likely to be derived from the anticipated sale and that it may result in the realisation of sufficient funds to meet the claims of all identified creditors, as well as the costs, expenses and remuneration of the administration process, in full, with a possible 'modest' surplus remaining for Babyskin's members. Mr Olsen is also of the view that based on current information, an immediate liquidation will not be in the best interests of creditors because it may compromise the anticipated sale and likely result in a lower return to creditors.

10    If and when the sale does occur the Administrators will then be able to properly decide how to proceed with the administration consistently with the objects of Pt 5.3A of the Corporations Act and to prepare a detailed report to creditors setting out the options for the future of Babyskin. However, if the convening period is not further extended, and the second meeting of creditors occurs as required, then the Administrators will be forced to recommend that the meeting be adjourned. That would mean that two creditors' meetings would need to be held. It would also mean that two reports to creditors would need to be prepared, the first of which will necessarily not be sufficiently detailed to adequately inform creditors about the options for the future of Babyskin.

11    It is also important to appreciate that a significant number of Babyskin's former customers contend that they are creditors. Having regard to the nature of Babyskin's business it is to be expected that most, if not all, of those customers will have had little or no previous exposure to external administrations. In those circumstances the Administrators will likely be required to deal with many inquiries from creditors if the second meeting of creditors were to be convened, only for it then to be adjourned. The Administrators may also be required to obtain and consider large numbers of proofs of debt for voting purposes as well as proxy documentation.

12    Accordingly, if the convening period is not further extended then it is highly likely that unnecessary costs, expenses and remuneration will be incurred. Mr Olsen estimates that those additional costs would be approximately $20,000.00 to $40,000.00. It is clear that if the Administrators were to incur those costs, then that will not enhance the return to Babyskin's creditors. However, those costs can be avoided by further extending the convening period. As counsel who appeared on behalf of the Administrators submitted, an order extending the convening period for the second meeting of creditors is, in all of the circumstances, the most cost effective and efficient way in which to progress the administration.

13    Giving weight to Mr Olsen's view that a further extension of the convening period is in the best interests of creditors, it was for these reasons that I concluded that the orders sought by the Administrators under s 447A(1) of the Corporations Act to further extend the convening period referred to in s 439A(2) should be made. I also considered that it was appropriate to make other ancillary orders, including orders requiring the Administrators to give notice of the Court's orders to Babyskin's creditors as well as to the Australian Securities and Investments Commission, and for an order to be made granting liberty to any person who can demonstrate a sufficient interest to apply to vary or discharge the orders.

14    Finally, for essentially the same reasons I gave in Babyskin (No 2) at [26] to [28], I was also satisfied that it was appropriate to extend the operation of the suppression order I made on 9 June 2026 under s 37AF of the Federal Court of Australia Act 1976 (Cth). However, I was not satisfied on the evidence before me that the suppression order should be extended for an indefinite period, as was sought by the Administrators. In my view, the suppression order should at this stage be extended only for a further fixed period of 90 days to ensure that the order operates for no longer than is reasonably necessary to achieve the purpose for which it was made. The Administrators will have liberty to apply to further extend that period should they wish to do so before the suppression order expires.

Associate:

Dated:    7 August 2026