Federal Court of Australia

Skinner (Administrator), in the matter of Atlantic Pacific Securities Pty Ltd (Administrators appointed) [2026] FCA 1145

ORDERS

THE COURT ORDERS THAT:

1.    Pursuant to s 439A(6) of the Corporations Act 2001 (Cth), the convening period in respect of Atlantic Pacific Securities Pty Ltd (Administrator Appointed) ACN 135 187 085 be extended to 20 November 2026.

2.    Pursuant to s 447A(1) of the Act, Pt 5.3A of the Act is to operate in relation to Atlantic as if the meeting required by s 439A may be convened and held at any time during the convening period as extended by Order 1 or within five business days after the end of that period.

3.    Within two business days after the making of these orders, the plaintiff is to give notice of these orders:

(a)    to each creditor of Atlantic, including each person or entity claiming to be a creditor, by email, where the plaintiff holds an email address and otherwise by post;

(b)    to the Australian Taxation Office (ATO), by utilising the procedure that the plaintiff has utilised to date, namely by uploading the orders to the ATO portal; and

(c)    to the Australian Securities and Investments Commission.

4.    Any person who can demonstrate a sufficient interest has liberty to apply to vary or discharge Orders 1 and 2 on three business days’ written notice to the plaintiff.

5.    The plaintiff’s costs of and incidental to this application be treated as costs in the administration of Atlantic and be paid out of the assets of the company.

6.    The plaintiff has liberty to apply on three business days’ written notice.

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

REASONS FOR JUDGMENT

CHEESEMAN J:

INTRODUCTION

1    These reasons concern an urgent duty application that came before me in my capacity as Commercial and Corporations Duty Judge. Dane Skinner, administrator of Atlantic Pacific Securities Pty Ltd (Administrator Appointed) ACN 135 187 085, applies under ss 439A(6) and 447A(1) of the Corporations Act 2001 (Cth) to extend the convening period for the second meeting of creditors from 18 August 2026 to 20 November 2026. The administrator seeks an order under s 447A(1) modifying the operation of Pt 5.3A so that the second meeting of creditors may be convened and held at any time during the extended convening period or within the further period specified in the order. He also seeks orders in the usual way in relation to the provision of notice, liberty to apply and costs in the administration.

2    The application is urgent because the existing convening period expires on Tuesday, 18 August 2026. The originating process and affidavit were e-lodged after business hours on 11 August 2026 but were not processed or brought to my attention in my capacity as Commercial and Corporations Duty Judge until Counsel for the administrator contacted my chambers on the morning of 13 August 2026, seeking a hearing on 14 August 2026.

3    The administrator relies on his affidavit affirmed on 11 August 2026 and Exhibit DS-1 to that affidavit; his supplementary affidavit affirmed on 13 August 2026; and an outline of written submissions dated 13 August 2026, which Counsel corrected in two confined but material respects at the hearing. The administrator also tendered at the hearing a list of the creditors of Atlantic.

4    Although the application was made ex parte, it was brought on notice to Atlantic’s creditors and the relevant regulators. At the first meeting of creditors on 31 July 2026, the administrator informed creditors that he intended to seek an extension of the convening period. On 10 August 2026, he circulated notice of the proposed application to all creditors and to the Australian Securities and Investments Commission (ASIC). Rather than circulating the notice to the Commissioner of Taxation, he uploaded the circular to the Australian Taxation Office (ATO) portal. The creditor list tendered at the hearing records 22 creditor addresses. Each listed recipient other than the Commissioner is marked as having been notified by email. As noted above, the administrator instead uploaded the notice to the Commissioner to the ATO portal.

5    The circular identified the proposed extension to 20 November 2026, stated that the administrator intended to seek a hearing by 14 August 2026, and invited creditors to comment on or object to the proposed extension. On 13 August 2026, the administrator caused ASIC and the creditors (other than the Commissioner), to be notified of the details of today’s hearing. A sealed copy of the originating process was enclosed. The administrator also uploaded the further notice to the ATO portal. Other than the correspondence from Anthony D’Paul and ASIC referred to below, no response was received by the administrator.

6    One creditor, Mr D’Paul, responded to the circular. Mr D’Paul is the applicant in proceeding MLG4007/2025 in the Federal Circuit and Family Court of Australia (Division 2), in which Atlantic is the first respondent. He stated that he did not oppose the proposed extension. He asked the administrator to treat his claim as a contingent creditor claim, to take it into account in the report to creditors and in assessing any proposed deed of company arrangement (DOCA), and to consider whether Atlantic held responsive insurance. Mr D’Paul also sought the administrator’s consent under s 440D(1)(a) of the Corporations Act to continue the proceeding against Atlantic on specified terms. A directions hearing in that proceeding is listed for 17 August 2026.

7    ASIC did not object to the proposed extension. Instead, ASIC requested a copy of the sealed affidavit of Mr Skinner affirmed on 11 August 2026 and Exhibit DS-1 to that affidavit. While it was not referred to in Mr Skinner’s supplementary affidavit affirmed on 13 August 2026, Counsel appearing for the administrator confirmed that ASIC’s request had been satisfied.

8    No person appeared when the matter was first called. For abundant caution, the matter was called outside the courtroom. No creditor or other interested person then appeared to oppose the application.

9    At the hearing, Counsel for the administrator confirmed that, consistently with the obligations attending an ex parte application, the administrator was not aware of any matter adverse to the application that had not been disclosed in the evidence or submissions. The disclosed matters included Mr D’Paul’s contingent claim, his request for consent under s 440D(1)(a) of the Corporations Act, the directions hearing listed for 17 August 2026, and ASIC’s request for the sealed affidavit and exhibit. The only identified secured debt is approximately $27,251 which is secured by a purchase money security interest over leased office equipment. Counsel for the administrator identified Fujifilm Leasing Australia Pty Ltd and Fujifilm Business Innovation Australia Pty Ltd as the secured parties and submitted that neither had communicated an objection.

RELEVANT PRINCIPLES

10    This application is to be determined in light of the object of Pt 5.3A of the Corporations Act. That object is to administer the business, property and affairs of a financially distressed company in a way that maximises the chance that the company, or as much as possible of its business, will continue in existence or, if that is not possible, produces a better return for creditors and members than an immediate winding up: s 435A. In deciding whether to extend the convening period, the Court must balance the expectation that a voluntary administration will be conducted in a relatively speedy and summary manner against the need to ensure that undue speed does not prejudice sensible and constructive action directed to advancing that statutory object, including action likely to maximise the return to creditors: Strawbridge, in the matter of Virgin Australia Holdings Ltd (administrators appointed) (No 2) [2020] FCA 717; 144 ACSR 347 at [64]-[68] (Middleton J). The power to grant an extension is not exercised as a matter of course because prolonging the administration necessarily prolongs the restrictions imposed upon creditors and others by Pt 5.3A.

11    Accordingly, the question which arises is whether the extension sought is reasonably necessary to permit the administrator to pursue the object of Pt 5.3A and provide creditors with an adequately informed basis upon which to determine the company’s future having regard to the work that remains. I must also have regard to the interests of creditors and any prejudice arising from the continuation of the administration.

CONSIDERATION

12    The application turns upon four related matters, each of which has been addressed in the detailed evidence and materials placed before the Court by the administrator. Mr Skinner is a registered liquidator with over 15 years’ experience in corporate insolvency and restructuring. He has acted in numerous insolvency administrations and provided expert advice on restructuring, asset recovery, and liquidations. His assessment of the work required, its sequencing and the period reasonably required to complete is a matter to which I give appropriate weight, bearing in mind that I must myself be satisfied that the extension is justified.

13    The four related matters are as follows: (1) the nature and present state of the administrator’s investigations; (2) the work that remains and its relevance to the decision creditors must make; (3) whether the period sought is reasonably supported by the administrator’s timetable; and (4) whether continuation of the administration will cause material prejudice.

14    The administrator seeks the extension because he is currently unable to form the opinions required by s 438A(b) of the Corporations Act or to provide creditors with the report necessary for them to make an informed decision at the second meeting of creditors. The outstanding matters concern Atlantic’s solvency, related-party balances and transactions, the circumstances relating to certain pre-appointment sale transactions, possible insolvent trading and Pt 5.7B claims, two active court proceedings (one of which may result in a substantial recovery for the company in the Supreme Court of New South Wales (2024/00046630) (the Supreme Court Proceeding), the other of which is the contingent claim asserted by Mr D’Paul), the composition of the creditor pool, and a DOCA proposal received on 11 August 2026.

15    The Supreme Court Proceeding is relatively advanced and may constitute a substantial asset of the administration. Its merits, likely value, future costs, funding requirements and the provision of security for costs must be assessed before it can be incorporated into a comparison between the proposed DOCA and liquidation.

16    The administrator identifies two distinct sale transactions that require investigation. First, Atlantic sold its wholesale broking business to IPW Advisory Pty Ltd, a related company, under an agreement providing for a completion payment and three deferred earn-out payments. Secondly, Atlantic appears to have transferred its shareholding in Leap Digital Investments Pty Ltd approximately 10 months before the administrator’s appointment, after which Leap entered into a separate agreement for the sale of its cryptocurrency and digital-assets business. The presently available records do not establish whether Atlantic received consideration for the transfer of its shares in Leap. The administrator properly indicates that he must investigate the consideration, commerciality and recoverability associated with both these transactions.

17    For completeness I note that the creditor list tendered at the hearing records IPW Advisory Pty Ltd, the purchaser under Atlantic’s asset sale agreement, as a creditor to whom email notice was given. Counsel for the administrator clarified that IPW Advisory Pty Ltd may also be a debtor of Atlantic by reason of its obligation to make the deferred earn-out payments. The purchaser under Leap’s separate asset sale agreement was not identified as a creditor of Atlantic.

18    The proposed DOCA requires careful scrutiny. It is proposed by International Private Wealth Holdings Pty Ltd, which acquired Leap’s business and is the sole shareholder of IPW Advisory Pty Ltd, the purchaser of Atlantic’s wholesale broking business. The proponent is therefore connected with pre-appointment transactions that remain under investigation. The proposal provides for a contribution of $3 million, comprising $1 million payable within seven days after execution and $2 million payable 18 months later. The deed fund would also include recoveries made during the administration and 33% of the net proceeds of any recovery connected with the Supreme Court Proceeding. The proposed security consists of a guarantee by Atlantic and a general security agreement over Atlantic. Related or associated creditors excluded from receiving dividends would retain their voting rights, and the proposal also contemplates releases of Atlantic and “the director”, although the proposal does not identify the person intended to receive that release or define its scope.

19    In those circumstances, I accept the administrator’s evidence that he cannot yet make an informed comparison between the likely returns under the proposed DOCA and in a liquidation. That comparison depends upon the completion of the investigations summarised below.

20    The administrator has commenced substantial work. He has obtained the Report on Company Activities and Property (ROCAP), accounting records and ATO statements; undertaken a preliminary solvency analysis; identified related-party balances and transactions requiring investigation; obtained the pre-appointment sale agreements and relevant corporate searches; commenced reviewing the Supreme Court Proceeding; and obtained the DOCA proposal. The principal investigations nevertheless remain incomplete. In particular:

(1)    No final insolvency date has been determined.

(2)    The related-party balances and potential recovery claims have not been quantified, including whether the balances recorded in the ROCAP represent enforceable debts owing to Atlantic and whether the related entities have the capacity to meet them.

(3)    The pre-appointment sale transactions have not been reconciled.

(4)    The value, timing, enforceability and recoverability of the deferred earn-out payments under Atlantic’s asset sale agreement have not been assessed.

(5)    The Supreme Court Proceeding has not been fully reviewed or valued.

(6)    The merits and quantum of Mr D’Paul’s claim against Atlantic have not been assessed.

(7)    Atlantic’s insurance position, and the request for consent under s 440D(1)(a) of the Corporations Act, remain to be addressed.

(8)    An unearned revenue entry in Atlantic’s accounts, apparently exceeding $13 million, written back shortly before the administrator’s appointment, requires further investigation given the potential for it to impact the assessment and timing of insolvency and of any insolvent trading claim.

21    Those matters bear directly upon the alternatives to be presented to creditors. Resolution of these matters is necessary to identify and value the assets and claims available in a liquidation, determine the size and composition of the creditor pool, evaluate the terms and funding of the proposed DOCA, and address the treatment and voting position of related and contingent creditors. Only then will the administrator be in a position to prepare the report and recommendation required for the second meeting of creditors.

22    The period sought is linked to a task-based timetable. The administrator proposes to issue statutory notices and obtain third-party records by 18 September 2026; complete the review of the accounting records, solvency analysis and transaction investigations by 16 October 2026; obtain legal advice and evaluate the DOCA proposal by 30 October 2026; prepare and finalise the statutory report between 2 and 12 November 2026; issue notice of the second meeting of creditors on 13 November 2026; and hold the meeting on 20 November 2026. He explains that the work must proceed substantially in sequence because the solvency analysis depends upon obtaining the complete accounting records, advice concerning potential claims depends upon substantial completion of that analysis, and the DOCA cannot be compared with liquidation until the potential claims have been assessed. He also relies upon the volume of material and his dependence upon third parties for access to some records. The administrator considers that a shorter extension would not be sufficient, but states that he will convene the second meeting of creditors earlier if he completes the work sooner.

23    At the first meeting of creditors, the administrator indicated that he intended to seek an extension of approximately eight weeks, while also stating that the second meeting of creditors would probably be held three to four months after that meeting. The period now sought is consistent with the latter indication but not the former. The administrator subsequently received the DOCA proposal on 11 August 2026. He was also notified formally on 10 August 2026 of Mr D’Paul’s contingent claim, the directions hearing listed for 17 August 2026, the request for consent under s 440D(1)(a) of the Corporations Act, and the need to investigate Atlantic’s insurance position. His evidence provides a task-based timetable supporting the period now sought.

24    Without the extension, creditors would be required to determine the Company’s future without reliable information about the value of its principal potential assets, the size and composition of the creditor pool, including the status and the potential value of Mr D’Paul’s contingent claim and any insurance responsive to that claim, or the comparative outcomes under the DOCA and liquidation. The administrator says that he would be unable to express an informed opinion as to the competing alternatives and in those circumstances would be required to recommend that the company be wound up. He considers that that may result in a potentially lower return to creditors than if the investigations were completed.

25    The evidence establishes a rational connection between the period sought and the work proposed. The extension is not sought as a general allowance for further investigation. It is directed to identified tasks that bear upon the statutory recommendation, and the proposed meeting date follows the completion of those tasks, provision for legal advice, preparation of the report and the minimum notice period.

26    I am satisfied on the basis of the evidence before me and persuaded by the administrator’s submissions that the period sought is proportionate. The volume and interdependence of the work, the administrator’s reliance upon third parties for some records, the recent receipt of the DOCA proposal and the need to provide creditors with a reasoned comparison of the available alternatives justify the extension. The administrator’s undertaking to convene the second meeting of creditors earlier if the work is completed sooner provides an additional safeguard against unnecessary and avoidable delay.

27    A necessary consequence of granting the extension is that the administration will continue and that this will prolong the statutory restrictions affecting creditors and others. The evidence does not, however, identify material prejudice sufficient to outweigh the benefit of completing the investigations. Atlantic is not trading and no employee entitlements are accruing. Counsel confirmed on instructions that, so far as the administrator is aware, Atlantic does not owe unpaid superannuation or other employee entitlements to any individual employee. Although part of Atlantic’s liability to the Commissioner concerns superannuation guarantee charge, no individual employee is known to have a claim that would become eligible for payment under the Fair Entitlements Guarantee scheme upon a winding up. The evidence therefore does not disclose any employee who would be prejudiced by an inability to access that scheme during the extended administration.

28    The extension will not alter the relation-back day or diminish any claim available to a liquidator if the company is later wound up. As stated above, the only identified secured debt is approximately $27,251 which is secured over leased office equipment and the secured creditors have not sought to be heard or communicated an objection.

29    Mr D’Paul’s proceeding against Atlantic is affected by the stay in s 440D of the Corporations Act. Mr D’Paul has requested the administrator’s consent to continue against Atlantic on terms, including that no step be taken to enforce any judgment or order against Atlantic or its property without further consent or leave. He stated that the proceeding would continue against the individual respondents in any event and that, absent consent, he would seek an adjournment of the proceeding against Atlantic pending consent or determination of any application for leave. Importantly, Mr D’Paul expressly stated that he did not oppose the extension of the convening period. No other creditor responded to the notices sent on 10 and 13 August 2026. The Commissioner was represented by proxy at the first creditors meeting and asked the administrator about the proposed extension. The administrator subsequently uploaded the notice of the application and hearing to the ATO portal. No objection or other response was received from the Commissioner.

30    No creditor has opposed the application. The proposed orders require notice to creditors and ASIC and permit any person with a sufficient interest to seek variation or discharge of the orders on three business days’ notice.

CONCLUSION

31    I am satisfied that the extension sought is reasonably necessary and proportionate to the work that remains, and that it will enable the administrator to provide creditors with materially better information and advice concerning Atlantic’s future. The evidence does not disclose material countervailing prejudice. The administrator provided notification to creditors, ASIC, as well as the ATO through the ATO portal. The only creditor who responded, Mr D’Paul, did not oppose the extension, and no other objection was received. I am satisfied that to extend the convening period is reasonably necessary to permit the administrator to pursue the object of Pt 5.3A of the Corporations Act.

32    I will therefore extend the convening period to 20 November 2026. I will also make an order under s 447A of the Corporations Act modifying the operation of Pt 5.3A so that the administrator may convene and hold the second meeting of creditors at the most appropriate time within the period specified in the order. In this regard, I note the administrator’s undertaking to convene the second meeting of creditors earlier if the work is completed sooner. Creditors and ASIC are to be notified of the orders, and any person with a sufficient interest will have liberty to apply for their variation or discharge on three business days’ notice.

Associate:

Dated:    14 August 2026