The Supreme Court of Queensland in Brisbane has appointed Mr Andrew Fielding and Ms Helen Newman, of BDO Australia, as joint and several liquidators of Octaviar IHH Pty Limited( deregistered )  ("OIHH"), Octaviar Investment Holdings (No 3) Pty Ltd (OIH3), Erskine House Developments Pty Ltd (EHD) and Sunleisure Pty Ltd (SPL) (companies).

Each of the companies is a member of the Octaviar Group of companies of which the ultimate holding company is Octaviar Limited (in liquidation) (formerly known as MFS Limited).

ASIC sought  orders to reinstate OIHH, which had become deregistered,  and then wind up the four companies following concerns the companies were contravening provisions of the Corporations Act 2001 (Cth) (Act), including the requirement for a proprietary company to have at least one director. The former sole director of the companies, Mr David Mark Anderson, of Southport in Queensland was disqualified from managing a corporation as the result of his conviction in New Zealand of charges under the Securities Act 1978 (NZ) in September 2015, and more recently, on 26 May 2017 was disqualified from managing a corporation for 25 years by the Supreme Court of Queensland.

After consideration of the material filed by ASIC, the court found that it was in the public interest for the affairs of the companies to be placed into liquidation and be wound up because without a director they were in a state of 'constitutional paralysis' and ASIC's concerns regarding the conduct of Mr Anderson in connection with assets of the companies.

Background

Octaviar Ltd was a publicly listed company with interests in financial services, travel and leisure and childcare businesses that was based on the Gold Coast.  The Octaviar Group, collapsed in 2008 owing $2.5 billion. David Mark Anderson, was the former Chief Financial Officer of the Octaviar Group and a director of many of the companies in the Octaviar Group.

On 25 September 2015, Mr Anderson pleaded guilty to,  and was convicted in New Zealand of two charges under s.58 of the Securities Act 1978 (NZ) in connection with companies in the Octaviar Group.  As a result of his conviction, he was automatically banned from managing a corporation in Australia for 5 years.

Mr Anderson was a respondent to civil penalty proceedings commenced in the Supreme Court of Queensland by ASIC in October 2009 against four former officers and the fund manager of Octaviar Investment Management Limited (MFSIM), which was the responsible entity of a number of unlisted managed investment schemes, including the Premium Income Fund (PIF). (See MR 09-214AD).

On 23 May 2016, the Court found that the former officers and the funds manager of MFSIM had acted dishonestly in their roles. (See: 16-158MR)

On 26 May 2017, the Supreme Court of Queensland handed down its decision on penalty in relation to the four officers and fund manager.  Mr Anderson was disqualified from managing corporations for 25 years, pay a pecuniary penalty of $500,000, pay $205,755,601 compensation to PIF and 80% of ASIC's costs. (See: 17-157MR)

On 14 June 2017, ASIC filed an application for orders to wind up the companies. (See: 17-184MR)