Federal Court of Australia

Connelly, in the matter of Global Food & Wine Holdings Pty Ltd (administrators appointed) [2026] FCA 1366

ORDERS

THE COURT ORDERS THAT:

1.    Pursuant to section 439A(6) of the Corporations Act 2001 (Cth) (Corporations Act), the convening period (as defined in section 439A(5)(b) of the Corporations Act) in which the First Plaintiffs (Administrators) must convene the second meeting of the creditors in respect of each of the Second to Fifth Plaintiffs (Companies) under section 439A(1) of the Corporations Act is extended to 30 November 2026 (inclusive).

2.    Pursuant to section 447A(1) of the Corporations Act, Part 5.3A of the Corporations Act is to operate in relation to each of the Companies such that, notwithstanding the provisions in section 439A(2) of the Corporations Act, the second meeting of creditors of each of the Companies required by section 439A(1) of the Corporations Act may be convened and held at any time during, or within 5 business days after the end of, the convening period as extended in accordance with the relief granted in accordance with paragraph 1 above, provided that the Administrators give notice of the meeting to creditors of each of the Companies at least 5 business days before the meeting.

3.    Within 3 business days of the date of these orders (Orders), the Administrators will give notice to all known creditors (including persons claiming to be creditors) of the Companies, and of GHO Pty Ltd ACN 606 679 234 (Administrators Appointed) (GHO), by means of:

(a)    a circular (which encloses the Orders) posted on any website maintained by the Administrators in relation to the administration of the Companies and/or GHO; and

(b)    sending such information electronically to the email addresses for the creditors for whom the Administrators have an email address; and

(c)    sending such information to the postal address, or otherwise as provided for by the Corporations Act or the Insolvency Practice Rules (Corporations) 2016 (Cth), to creditors in respect of whom the Administrators do not have an email address.

4.    Pursuant to section 37AF of the Federal Court of Australia Act 1976 (Cth), on the ground stated in section 37AG(1)(a), being that the order is necessary to prevent prejudice to the proper administration of justice:

(a)    the confidential Exhibit to the affidavit of Anthony Connelly sworn on 10 September 2026 (Connelly Affidavit);

(b)    those parts of the Connelly Affidavit that are shaded in grey; and

(c)    the written submissions relied upon by the Plaintiffs to the extent they refer to the material in subparagraph (a) or (b) above, be kept confidential and not be provided or disclosed by publication or otherwise to any person other than:

(d)    any Judge of this Court, and that Judge’s chambers staff; and

(e)    the Plaintiffs and their legal representatives.

5.    Liberty be granted to any person demonstrating a sufficient interest to apply to vary or discharge any orders made above, on 3 business days’ notice being given to the Plaintiffs, provided any such application is made no later than 3 business days prior to the last day of the convening period as extended by the relief granted in accordance with paragraph 1 above.

6.    The Plaintiffs’ costs of and incidental to this application are to be treated as costs in the administrations of each of the Companies, jointly and severally, 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)

ANDERSON J:

1    The first plaintiffs are the joint and several voluntary administrators of:

(a)    the second to fifth plaintiffs, otherwise known as the Group; and

(b)    a related company, GHO Pty Ltd.

2    They were appointed as voluntary administrators of those entities on 18 August 2026. Those entities (that is, the Group and GHO) operate a long-established family-owned food supply business which imports, purchases domestically, and distributes across south-east Queensland and northern New South Wales dry, chilled and frozen food, beverages and wines.

3    Section 439A of the Corporations Act 2001 (Cth) (Act) is as follows:

439A  Administrator to convene meeting and inform creditors

(1)    The administrator of a company under administration must convene a meeting of the company’s creditors within the convening period as fixed by subsection (5) or extended under subsection (6).

Note: For body corporate representatives’ powers at a meeting of the company’s creditors, see section 250D.

(2)    The meeting must be held within 5 business days before, or within 5 business days after, the end of the convening period.

(5)    The convening period is:

(a)    if the day after the administration begins is in December, or is less than 25 business days before Good Friday—the period of 25 business days beginning on:

(i)    that day; or

(ii)    if that day is not a business day—the next business day; or

(b)    otherwise—the period of 20 business days beginning on:

(i)    the day after the administration begins; or

(ii)    if that day is not a business day—the next business day.

(6)    The Court may extend the convening period on an application made during or after the period referred to in paragraph (5)(a) or (b), as the case requires.

(7)    If an application is made under subsection (6) after the period referred to in paragraph (5)(a) or (b), as the case may be, the Court may only extend the convening period if the Court is satisfied that it would be in the best interests of the creditors if the convening period were extended in accordance with the application.

(8)    If an application is made under subsection (6) after the period referred to in paragraph (5)(a) or (b), as the case may be, then, in making an order about the costs of the application, the Court must have regard to:

(a)    the fact that the application was made after that period; and

(b)    any other conduct engaged in by the administrator; and

(c)    any other relevant matters.

4    Pursuant to s 439A(1) of the Act, the administrators are required to convene a second meeting of creditors of each of the companies in the Group by 15 September 2026. Pursuant to s 439A(2), the meeting must be held within five business days before or after 15 September 2026. The plaintiffs apply, pursuant to s 439A(6) of the Act, for an order extending the convening period to 30 November 2026, and certain incidental orders. In summary, the administrators are in the final stages of negotiating an agreement with Gulli Food Distributors Pty Ltd pursuant to which Gulli would purchase the business and most of the assets of the Group and GHO, including the substantial stock which is currently held.

5    In the administrators’ considered judgment, entering into such an agreement is in the best interests of creditors of the Group because it will maximise returns to those creditors. However, for the reasons I will explain, the opportunity to sell the business and its assets to Gulli is likely to be lost if the time for convening the second creditors’ meeting is not extended.

6    Jacobson J said in Strawbridge, re Custom Coaches (Sales) Pty Ltd (Admin Apptd) [2014] FCA 683 at [22]:

The statutory and legal framework is well-known. The principles have been stated in a number of authorities. The essential principle is that the Court attempts to strike a balance between the expectation that the administration be conducted relatively quickly and the need to ensure that the speed with which it is dealt does not prejudice sensible and constructive actions directed towards maximising the return for creditors and shareholders.

7    In Re Riviera Group Pty Ltd (administrators appointed) (receivers and managers appointed) (2009) 72 ACSR 352; [2009] NSWSC 585, Austin J surveyed the authorities and said at [13]:

The reasons given for an extension … can be grouped into the following broad categories:

…

•    the time needed to execute an orderly process of disposal of assets: Re Carter, SFM Australasia Pty Ltd (admin apptd) (ACN 105 317 333) (No 2) [2009] FCA 419; Re ABC Learning Centres Ltd; Application by Walker (No 7) (2009) 71 ACSR 560; [2009] FCA 454;

…

•    where the extension will allow sale of the business as a going concern: Re Lombe; Australian Discount Retail Pty Ltd [2009] NSWSC 110; Stewart, Re Kleins Franchising Pty Ltd (admin apptd) [2008] FCA 721; Re Uni-Aire Security Pty Ltd (admin apptd) [2006] FCA 1423;

•    more generally, that additional time is likely to enhance the return for unsecured creditors: Deputy Commissioner of Taxation v Scottsdale Homes No Pty Ltd (No 2) [2009] FCA 190; Re Fitzgerald; Primebroker Securities Ltd (admin apptd) (recs and mgrs. apptd) [2008] FCA 1247; Re Vouris; Marrickville Bowling and Recreation Club Ltd [2008] FCA 622.

8    His Honour continued at [14]:

The cases show that where a substantial issue in any of these categories is established (and a fortiori, where the facts fit into more than one category), the court tends to grant an extension, and the extension tends to be for the time sought by the administrator provided that the evidentiary case has been properly prepared, there is no evidence of material prejudice to those affected by the moratorium proposed by an administration, and the court is satisfied that the administrator’s estimate of time has a reasonable basis.

9    The attitude of the creditors is also relevant. However, that does not mean that if one or more creditors oppose the extension, it will necessarily be inappropriate to grant the extension. In Purchas, in the matter of Waratah on Alstonville Pty Ltd (administrators appointed) [2021] FCA 953 Farrell J said at [74]:

Ultimately, in this case, I found that the balance between the expectation that administration will be a relatively speedy matter and the requirement that undue speed should not be allowed to prejudice sensible and constructive actions directed towards maximising the return for creditors and any return for shareholders marginally favoured granting an extension …

10    Returning then to the substance of the matter before me: the liabilities of the Group and GHO significantly exceed their assets. Promptly after their appointment, the administrators sought expressions of interest for the purchase of the Group’s and GHO’s business and assets. Ultimately, two entities made offers: Gulli and Brewing Brands. The administrators consider that the offer made by Brewing Brands was unsuitable, for the reasons explained by one of the administrators, Mr Connelly. Although the initial offer by Gulli was also unsuitable, Gulli made a second and better offer. The administrators and Gulli are now in the final stages of negotiating the terms of a sale.

11    The administrators also gave due consideration to other options to realise the value of the Group’s assets, in particular an orderly sell-down of the Group’s assets to ordinary customers and a sale of stock via Slattery, an auction house. However, Mr Connelly considers that the Gulli transaction is the best option for the Group and its creditors. Mr Connelly considers that an extension of the convening period for each of the entities in the Group is necessary in order to permit the conduct of the orderly sale of the Group’s business assets to Gulli.

12    If the convening period is not extended, he considers that the Group would lose the opportunity of the sale to Gulli. That is because if the companies go into liquidation at the second meeting of creditors, which he considers the likely outcome, the landlords of the premises at which the Group stores its stock would no longer be restricted, under s 440B of the Act, from retaking possession of the premises. Much of the stock is perishable. In light of this, the administrators would need to urgently cause Slattery or another auctioneer to take possession of the Group’s stock and sell it at auction, which would likely lead to significant discounts in value. The stock could not in these circumstances be sold to Gulli because Gulli does not yet have an available storage facility and is not expected to have this available until October 2026.

13    The extension to the time of convening the second meeting will allow the proposed sale to Gulli to proceed. Mr Connelly’s judgment is that the proposed sale to Gulli is likely to improve the dividend to the Group’s creditors, including its ordinary unsecured creditors. The administrators notified creditors of the Group and GHO of their intention to bring an application of the present kind by way of a circular issued on 9 September 2026 at 6.36 pm. The National Australia Bank, the Group’s most substantial secured creditor, has confirmed that it supports the present application. Two other creditors have expressly confirmed that they have no objection to the proposed extension. One creditor, Seven Seas Seafood (Aust) Pty Ltd, has sent an email expressing opposition to the extension. It is very brief and states only:

We object to any extension as we believe it is in the interests of creditors that the circumstances of the company be determined at the earliest possible time.

14    It is estimated that Seven Seas Seafood (Aust) Pty Ltd is owed $28,431.74.

15    The entity which employed the employees who worked in the Group business was GHO; accordingly, the employee creditors are creditors of that entity. In response to the administrators’ notification to creditors of the Group and GHO of the intention to bring this application, some employees wrote to the administrators communicating that they object to the extension. The key substantive objection is that they do not wish to delay the accruing of any entitlements that they have under the Fair Entitlements Guarantee scheme. An employee is only eligible for an FEG advance when, relevantly, the Secretary is satisfied that “an insolvency event” has happened to the employer: Fair Entitlements Guarantee Act 2012 (Cth), s 10(1)(b). An “insolvency event” is defined in s 5 as, relevantly, when a liquidator is appointed to the employer. Appointment of voluntary administrators is not sufficient.

16    Accordingly, it is correct that delay to the employer entity going into liquidation could at least delay the time at which the employees may become entitled to FEG benefits. Given the legitimacy of that objection, the plaintiffs do not apply for an extension of the convening period in respect of GHO, the employer entity. Accordingly, the plaintiffs seek orders only in respect of the Group. Mr Connelly and the administrators are of the view that the likely result of there being no extension for the second creditors’ meeting for GHO is that it will shortly enter into liquidation.

17    I am of the view that the extension to the convening period sought by the plaintiffs should be granted in respect of the Group, for the following reasons.

18    First, the facts fall within a number of recognised bases for the granting of an extension. In particular:

(1)    time is needed to execute an orderly process of disposal of assets; and

(2)    additional time is likely to enhance the return for unsecured creditors.

19    Specifically, the proposed extension will allow for a sale of business assets, including the substantial stock, to Gulli. The administrators consider that that will likely increase returns available to creditors, including unsecured creditors, and that it is the best available option for the Group’s creditors. However, that opportunity is likely to be lost if the extension is not granted.

20    Secondly, in Mr Connelly’s judgment the extension sought is in the interests of the Group and its creditors; consistent with the established principles, substantial weight should be given to that judgment: Re BRS Quarries Australia Pty Ltd and Pleasure Point Mine Pty Ltd [2025] NSWSC 307 at [28] (Nixon J), Park (Administrator), in the matter of Surfstitch Group Limited [2017] FCA 1221 at [30] (Gleeson J), Re BCD Resources NL (recs and mgrs. apptd) (admins apptd) [2015] NSWSC 777 at [12] (Black J).

21    Thirdly, the extension being sought for the convening period is relatively short, approximately six weeks. Only one creditor of the Group has indicated opposition to the proposed extension. That objection is generic in its form. It does not displace the substantial weight which should be given to the judgment of the administrators that the extension is in the best interests of the Group’s creditors. I have mentioned that some employee creditors of a different entity, GHO, oppose the extension, but as I have explained, the administrators do not seek an extension of the convening period in respect of that company, GHO.

22    It may be accepted that creditors have had a fairly limited time in which to provide views as to the proposed extension; however, I am satisfied that the orders as they are expressed are appropriate in all the circumstances.

23    Prima facie, the second meeting of creditors must be held within five business days before or after the end of the convening period, even if the convening period has been extended. However, the plaintiffs also seek an order permitting the administrators to hold the second meeting of creditors at any time prior to that date, which is five business days after the convening date as extended. Mr Connelly suggests that such an order is appropriate, owing to the potential for the transaction with Gulli to be achieved earlier than expected. Such orders, usually referred to as Daisytek orders, are indeed commonplace and sensible and almost routine: Re Yarra Ranges Terminus Pty Ltd (administrators appointed) [2026] FCA 1320 at [8] and [36] (Wheatley J) and the authorities cited there. For those reasons, the convening period will be extended to 30 November 2026. I will also make a Daisytek order.

Associate:

Dated:    15 September 2026

SCHEDULE OF PARTIES