Upon the application of ob体育, the Federal Court of Australia has ordered that Sino Australia Oil and Gas Limited (SAO) be wound up on just and equitable grounds and that Mr Peter McCluskey, a Melbourne partner of Ferrier Hodgson, be appointed as liquidator.
In ordering the wind up, Justice Davies found that there had been substantial and serious misconduct and mismanagement in the affairs of the company. Among other things, her Honour found that SAO:
- had permitted prospectus documentation to be issued that contained significant false and misleading statements about contracts that were allegedly held by a subsidiary;
- had presented false and misleading statements in its prospectus documentation in relation to SAO鈥檚 profit forecasts; and
- had contravened the continuous disclosure requirements by failing to disclose a significant profit downgrade.
ob体育鈥檚 proceedings against SAO and its former chairman, Mr Tianpeng Shao, are continuing.
Background
SAO is the Australian holding company of a Chinese operating company providing specialised drilling services to the oil and gas industry. SAO was listed on the Australian Securities Exchange Limited (ASX) on 12 December 2013 after raising nearly $13 million under an initial public offering (IPO).
In March 2014, ob体育 obtained an injunction on an urgent basis arising from concerns that SAO's Chairman, Mr Tianpeng Shao, was attempting to transfer $7.5 million 鈥� representing almost the entire cash held by SAO in Australia 鈥� to bank accounts in China for purposes that were not disclosed, or not properly disclosed, in SAO鈥檚 prospectus documentation during the IPO. That injunction was extended by the Court on a number of occasions thereafter (and ultimately released by the court to the provisional liquidator鈥攕ee below)(refer: and ).
In November 2014, ob体育 commenced proceedings against SAO and its former chairman, Mr Tianpeng Shao, seeking financial penalties against SAO and a disqualification order against Mr Shao. (refer: ).
On 21 May 2015 the Federal Court ordered, on the application of ob体育, that Mr McCluskey be appointed as provisional liquidator of SAO and to make inquiries in relation to, among other things, the business activities of SAO and its subsidiaries in China and provide a report to the court. ob体育鈥檚 application was made as a result of concerns in relation to the accuracy聽 of聽 SAO's prospectus disclosures during its IPO in respect of the drilling and service contracts that SAO claimed to exist between its Chinese operating subsidiary and oil companies in China (refer: ).
It is the role of liquidators to investigate and report to creditors about a company鈥檚 affairs, realise a company鈥檚 assets, enquire into the failure of the company and possible offences by people involved with the company and report them to ob体育 and to distribute proceeds of any realisation of the company鈥檚 assets in accordance with the priorities under the Corporations Act. ob体育 will monitor the liquidation process but will generally not become involved in matters of commercial judgment by a liquidator.
ob体育鈥檚 guide on the may assist investors