Unimoni (Administrators Appointed) - (ACN 106 948 092) (Unimoni or the Company) Administrators' report to creditors pursuant to section 75-225 of ...
←
→
Page content transcription
If your browser does not render page correctly, please read the page content below
rata Unimoni (Administrators Appointed) (ACN 106 948 092) (Unimoni or the Company) Administrators’ report to creditors pursuant to section 75-225 of Insolvency Practice Rules (Corporations) 2016 18 August 2021
Contents
Listing of tables ................................................................................................................................................................................................................................. 5
Listing of figures ............................................................................................................................................................................................................................... 5
Executive summary ........................................................................................................................................................................................................ 6
Key questions and answers....................................................................................................................................................................................... 6
Introduction ................................................................................................................................................................................................................... 10
Appointment ................................................................................................................................................................................................................. 10
Objective of administration ................................................................................................................................................................................... 10
First meeting of creditors ....................................................................................................................................................................................... 10
Second meeting of creditors................................................................................................................................................................................. 10
Purpose of this Report ............................................................................................................................................................................................. 11
Context of this Report .............................................................................................................................................................................................. 11
Declaration of Independence, Relevant Relationships and Indemnities ......................................................................................... 12
Background and statutory information ............................................................................................................................................................ 13
Background of Unimoni........................................................................................................................................................................................... 13
Statutory Details .......................................................................................................................................................................................................... 16
Employees ....................................................................................................................................................................................................................... 17
Unsecured creditors ................................................................................................................................................................................................... 17
Recent financial information.................................................................................................................................................................................. 18
Introduction ................................................................................................................................................................................................................... 18
Financial position ........................................................................................................................................................................................................ 19
Financial performance .............................................................................................................................................................................................. 21
Report on Company Activities and Property ................................................................................................................................................ 22
Administrators’ actions to date ............................................................................................................................................................................ 23
Statutory and general obligations ...................................................................................................................................................................... 23
Trade-on management ............................................................................................................................................................................................ 23
Sale process ................................................................................................................................................................................................................... 24
Employees ....................................................................................................................................................................................................................... 24
Creditors .......................................................................................................................................................................................................................... 24
Investigations ................................................................................................................................................................................................................ 25
Explanation of Unimoni’s failure ......................................................................................................................................................................... 26
Directors’ reasons for failure ................................................................................................................................................................................. 26
Administrators’ view .................................................................................................................................................................................................. 26
Outstanding statutory demands and/or winding up applications ..................................................................................................... 26
Administrators’ investigations and potential avenues for recovery................................................................................................... 27
Overview .......................................................................................................................................................................................................................... 27
Investigations undertaken ...................................................................................................................................................................................... 27
Books and records adequacy ................................................................................................................................................................................ 27
Determining the date of insolvency .................................................................................................................................................................. 28
Balance sheet analysis .............................................................................................................................................................................................. 29
Cash flow analysis ....................................................................................................................................................................................................... 30
Indicators of insolvency ........................................................................................................................................................................................... 34
1Administrators’ conclusions regarding solvency ......................................................................................................................................... 34
Insolvent trading ......................................................................................................................................................................................................... 34
Voidable transactions ................................................................................................................................................................................................ 35
Funding to pursue insolvent trading, voidable transactions or company officers..................................................................... 37
Other offences .............................................................................................................................................................................................................. 37
Sale of business process ......................................................................................................................................................................................... 40
Sale process overview............................................................................................................................................................................................... 40
Sale process timeline ................................................................................................................................................................................................ 40
Sale response ................................................................................................................................................................................................................ 40
Anticipated return to creditors............................................................................................................................................................................. 41
Key assumptions .......................................................................................................................................................................................................... 42
Options available to creditors .............................................................................................................................................................................. 44
Administrations to end ............................................................................................................................................................................................ 44
DOCA ................................................................................................................................................................................................................................ 44
The Company be wound up ................................................................................................................................................................................. 44
Administrators’ recommendation ....................................................................................................................................................................... 45
Receipts and payments ............................................................................................................................................................................................ 46
Creditor information on remuneration ............................................................................................................................................................ 47
Committee of inspection......................................................................................................................................................................................... 48
Second Meeting of Creditors ................................................................................................................................................................................ 48
Contact ............................................................................................................................................................................................................................. 49
Appendices ..................................................................................................................................................................................................................... 50
2Report Glossary
Term Expanded
the Administrators Shaun Fraser and Jason Ireland of McGrathNicol
the Administrators’ Report Report to creditors prepared by the Administrators, pursuant to section 75-225 of
or this Report Insolvency Practice Rules (Corporations) 2016, dated 18 August 2021
the Act Corporations Act 2001 (Cth)
AEDT Australian Eastern Daylight Time
the Appointment or The appointment of the Administrators on 21 July 2021
Appointment Date
ARITA Australian Restructuring, Insolvency and Turnaround Association
ASIC Australian Securities and Investments Commission
ATO Australian Taxation Office
c. Circa
COI Committee of Inspection
Court the Supreme Court of New South Wales
Current Directors or the Bhairav Trivedi and Robert Miller
Directors
DIRRI Declaration of Independence, Relevant Relationships and Indemnities
DOCA Deed of Company Arrangement
Finablr Finablr PLC - Unimoni’s ultimate parent company
FEG Commonwealth Government Fair Entitlements Guarantee Scheme
First Meeting of Creditors The first meeting of creditors held on 2 August 2021
Former Director Harpreet Chida
FX Foreign Exchange
Global Business Finablr’s global brands, including TravelEx, UAE Exchange, Xpress Money, Remit2India and
BayanPay
GST Goods and services tax
IPR Insolvency Practice Rules (Corporations) 2016
LSE London Stock Exchange
Management Unimoni’s executive management team and key employees
NAB National Australia Bank
NDA Non-Disclosure Agreement
PAYG Pay as you go withholding tax
PMSI Purchase Money Security Interest
POD Proof of Debt
PPSR Personal Property Securities Register
Relation back day The date the Administrators were appointed, being 21 July 2021
ROCAP Report on Company Activities and Property
3Second Meeting of The second meeting of creditors to be held on Wednesday, 25 August 2021 at 2:00PM,
Creditors refer section 14 for details
YTD Seven month period between 1 January 2021 and the Appointment Date
4Listing of tables
Table 1: Events leading up to appointment of Administrators........................................................................ 14
Table 2: Directors and officers ........................................................................................................................................... 16
Table 3: Shareholders .............................................................................................................................................................. 16
Table 4: Summary of PPS registrations ......................................................................................................................... 16
Table 5: Employees ................................................................................................................................................................... 17
Table 6: Amounts owing to creditors ............................................................................................................................. 17
Table 7: Statement of financial position ....................................................................................................................... 19
Table 8: Statement of financial performance ............................................................................................................. 21
Table 9: Statement of financial position (including provision for closure) ............................................... 29
Table 10: Statement of financial position (excluding provision for closure) ........................................... 30
Table 11: Intercompany receivable balances .............................................................................................................. 30
Table 12: Intercompany creditor balances ................................................................................................................... 30
Table 13: Summary of available cash resources ....................................................................................................... 30
Table 14: Summary of common director offences .................................................................................................. 30
Table 15: Estimated outcome under the Proposed DOCA .................................................................................. 41
Table 16: Summary of receipts and payments .......................................................................................................... 30
Table 17: Unimoni remuneration resolutions sought ............................................................................................ 47
Listing of figures
Figure 1: Retail Footprint ..................................................................................................................................................... 13
Figure 2: Corporate Structure ............................................................................................................................................. 14
Figure 3: Total FX revenue .................................................................................................................................................... 22
Figure 4: FX revenue by state ............................................................................................................................................. 22
Figure 5: Gross operating cash........................................................................................................................................... 31
Figure 6: Available cash resources ................................................................................................................................... 33
5Executive summary
This section provides creditors with answers to key questions they may have in relation to the administration, the
Administrators’ findings and other contents of this Report.
Key questions and answers
What is the current On 21 July 2021, Shaun Fraser and Jason Ireland were appointed Voluntary
status of Unimoni? Administrators of Unimoni. This means that Unimoni is in Voluntary
Administration, which is a type of formal insolvency appointment.
Who controls Unimoni From the date of the Appointment, the Administrators have had responsibility
now? for the day-to-day management of Unimoni. The Directors’ powers have been
suspended.
What is the purpose of This report provides creditors with details of the business, property, affairs and
this report? financial circumstances of Unimoni in preparation for the forthcoming Second
Meeting of Creditors to be held on Wednesday, 25 August 2021 at 2:00PM.
This Report informs creditors about the investigations undertaken by the
Administrators and the Administrators’ opinion and recommendation on each
of the options available to creditors to vote on at the Second Meeting of
Creditors.
What is the Second The purpose of Second Meeting of Creditors is for creditors to decide on the
Meeting of Creditors? future of the Unimoni.
Creditors will be asked to vote on one of the following options:
• whether Unimoni should enter into a Deed of Company Arrangement
(DOCA);
• whether control of Unimoni be returned the Directors; or
• that Unimoni should be wound up and liquidators appointed.
At the time of drafting this report, we have not received a DOCA proposal and
given the Company is insolvent, the only option available to creditors will be
to liquidate the company.
Where and when is the The Second Meeting of Creditors will be held on Wednesday, 25 August 2021
Second Meeting of at 2:00PM.
Creditors?
While the meeting will technically be held at the offices of McGrathNicol,
Level 12, 20 Martin Place, Sydney NSW 2000, the current COVID-19 restrictions
in place in NSW require that meeting be held via webcast/teleconference on
Zoom.
Please note that those creditors planning on attending by Zoom
webcast/teleconference should register their intention to do so with
Madeline Carnovale (mcarnovale@mcgrathnicol.com) by 4:00 PM on
24 August 2021 and you will be provided with a link to join.
Observers are able to attend the meeting, however will not be entitled to
participate, either by voting or by asking questions.
Refer section 14 for details of the time and location of the meeting.
6What do I need to do if I Creditors wishing to attend the meeting and participate need to submit a
want to participate in Formal Proof of Debt Form (POD) and either attend in person (via Zoom) or
the meeting? appoint a proxy to attend on their behalf.
What does Unimoni do? Opened in Australia in 2003, Unimoni (formerly UAE Exchange Australia) is a
provider of money transfer, foreign exchange and payment solutions. Unimoni
currently operated 30 retail branches across Australia in high foot traffic
locations within shopping centres and Management claim that the business
was in a profitable growth stage prior to COVID-19.
What is the structure of Unimoni is a wholly owned subsidiary of UAE Exchange International Holding
Unimoni? Limited, a private company registered in the United Kingdom.
Unimoni’s ultimate parent company is Finablr PLC, a financial services holding
company, listed on the London Stock Exchange and headquartered out of Abu
Dhabi in the United Arab Emirates.
What were the key Despite a strong customer base, in recent years Unimoni has been impacted
events leading to the by a challenging retail landscape driven by the ongoing COVID-19 pandemic,
appointment of resulting in a severe decline in customers and the need for FX transactions.
Administrators?
Additionally, Unimoni's business has also been impacted by ongoing
challenges in maintaining long term transactional banking facilities. In recent
years, Unimoni has been refused transactional and merchant facilities, most
recently on 21 July 2021. This latest withdrawal of banking facilities has left the
Company unable to trade. Despite attempts to re-establish banking facilities
with an alternative, non-traditional bank, the Company’s financial performance
and the fact its directors are domiciled overseas made negotiations extremely
difficult. Consequently, an alternative banking provider could not be found.
Lastly, Unimoni was also impacted by the collapse of its ultimate parent
company, Finablr, which historically provided operational and financial support.
One of the impacts of that has been material intercompany receivables remain
unpaid, leaving the Australian entity undercapitalised.
What do the Directors of In our brief discussions with the Directors, they have attributed the failure of
Unimoni attribute the Unimoni to the following factors, which are in line with events leading up to
failure of the business appointment discussed earlier:
to?
• challenging retail landscape over the past 2 years, driven by the
ongoing COVID-19 pandemic;
• closure of its transactional and management accounts by its
transactional Bank; and
• loss of operational and financial support from Unimoni’s ultimate
parent entity, Finablr and its inability to repay inter-company
receivables.
Why do the The Administrators agree with the Directors’ assessment of the cause of
Administrators believe Unimoni’s failure.
Unimoni failed?
What assets did Unimoni Unimoni’s assets primarily comprised of local and foreign currency held for
have at the date of trade, deposits held with the NAB and Western Union and various fixed assets
Appointment? (including store fit-outs). There is also an intercompany receivable owing to
Unimoni of c. $6 million.
7What creditors did Unimoni had liabilities totalling in excess of c. $6.3 million owing to a range of
Unimoni have at the creditors including employees (for all outstanding pre-appointment
date of Appointment? entitlements), landlords, statutory authorities, general trade creditors and
intercompany payables.
What actions have the Since the Appointment Date, the Administrators and their staff have attended
Administrators taken to to the following:
date?
▪ performing analysis to determine the profitability and ongoing viability of
Unimoni trading on a going concern basis;
▪ managing general trade-on matters including conducting an assessment
of store performance and restructuring steps to implement;
▪ implementing steps to wind-down trading operations at unprofitable
stores;
▪ communicating with customers and suppliers regarding continuity of
service securing payments and supply;
▪ investigating funding options with the parent and landlords;
▪ liaising with employees, and calculating employee entitlements;
▪ preparing communications with key stakeholders, including creditors,
suppliers, employees and customers;
▪ Commencing an accelerated sale process for the business or assets of
Unimoni which has included preparing information and negotiating with
multiple parties;
▪ conducting preliminary investigations into the affairs of Unimoni; and
▪ performing statutory obligations, including preparing reports for and
convening meetings of creditors.
What was the sale Shortly after our appointment, the Administrators commenced an accelerated
process that the expression of interest campaign seeking interest in a sale or recapitalisation of
Administrators Unimoni’s businesses and assets. Our aim was to maximise the value of asset
undertook and what was realisations, minimise creditor claims by seeking continuity of employment of
the outcome? Unimoni employees and potentially mitigate landlord losses by maintaining a
tenant in stores. The process was conducted over approximately four weeks.
We received interest in the business from six interested parties and received
four written offers.
We have entered into a binding term sheet giving exclusivity to negotiate with
one party until 23 August 2021, with our aim being to complete the
negotiation of a sale agreement on an expedited basis. It is possible that we
may be in a position to complete the sale of the Unimoni assets prior to the
meeting of creditors at which point a more detailed update can be provided.
What was the date of Based on the Administrators’ preliminary analysis, it appears that Unimoni
insolvency? became insolvent as early as 30 June 2020, following the flow on effects from
the COVID-19 pandemic and collapse of Finablr.
8What claims have the The Administrators have performed preliminary investigations into the activities
Administrators identified of Unimoni in the months leading up to the Appointment.
that may be available to
While further analysis would need to be undertaken by a liquidator, we note
a Liquidator?
the following potential claims:
• Directors for insolvent trading;
• the holding company for allowing a subsidiary to trade whilst
insolvent;
• various creditors for preferential payments potentially recoverable by
a liquidator; and
• Directors for failing to maintain adequate books and records.
Will employees be paid While the final outcome remains subject to uncertainty, we anticipate there will
their outstanding be a return to employee creditors but the final outcome will depend upon the
entitlements? completion of the sale.
Will unsecured creditors Similar to the above, the final outcome remains subject to uncertainty and any
be paid a dividend? return to unsecured creditors will depend on upon the completion of the sale.
What do the As no DOCA has been proposed, it is not possible for creditors to vote in
Administrators favour of a DOCA.
recommend Creditors
Therefore, in our opinion, and in view of the company’s inability to pay
vote for at the Second
creditors as and when they fall due, it is in the best interests of creditors
Meeting of Creditors and
to vote for the Company to be wound up.
why?
Where I can get more Creditors requiring further information should please refer to the McGrathNicol
information? website https://www.mcgrathnicol.com/creditors/Unimoni-pty-ltd or email
Unimonigeneral@mcgrathnicol.com
9Introduction
This section outlines the details regarding the Administrators’ appointment, the details of the First and Second
Meeting of Creditors and the purpose and content of this Report.
Appointment
Shaun Fraser and Jason Ireland were appointed joint and several Voluntary Administrators (Administrators) of Unimoni on
21 July 2021 November 2020 (Appointment Date or the Appointment) by resolution of the Directors, pursuant to Section
436A of the Corporations Act 2001 (Act).
Objective of administration
In an administration, administrators are empowered by the Act to assume control of an insolvent company, superseding
the powers of the company’s directors and officers, to manage the company’s affairs and deal with its assets in the
interests of its creditors.
The objective of an administration is to maximise the prospects of a company continuing in existence (in whole or in part)
or if that is not possible, to achieve better returns to creditors than would be achieved by its immediate liquidation.
During an administration there is a moratorium (i.e. freeze) over most pre-administration creditor claims.
Administrators are required to investigate the company’s affairs and report to creditors on the administrator’s opinion as
to which outcome of the administration process is in the creditors’ best interests, in order to inform and assist creditors
prior to voting at the second meeting.
First meeting of creditors
Section 436E of the Act requires the Administrators to convene a first meeting of creditors within eight business days of
being appointed.
The first meeting of creditors of Unimoni was held on 2 August 2021 (First Meeting of Creditors). At this meeting, there
were no nominations to appoint an alternative administrator of Unimoni, nor was a Committee of Inspection (COI) formed.
Second meeting of creditors
The purpose of the second meeting of creditors is for creditors to:
▪ decide on the future of Unimoni, with the options available to creditors to vote on being whether Unimoni should:
− be returned to the control of the directors;
− enter into a DOCA; or
− enter into liquidation.
▪ consider and, if thought fit, approve the remuneration of the Administrators;
▪ if creditors resolve that Unimoni should enter into a DOCA:
– consider and, if thought fit, approve the remuneration of the Deed Administrators; and
– consider and, if thought fit, approve the remuneration of the Creditor Trustees.
▪ if creditors resolve that Unimoni should enter liquidation:
− consider and, if thought fit, approve the remuneration of the Liquidators;
− consider the appointment of a COI (for the purposes of a liquidation);
− consider authorising the Liquidators to compromise debts of Unimoni pursuant to section 477(2A) of the
Act; and
− consider authorising the liquidators to enter into agreements that may take longer than three months to
complete under Section 477(2B) of the Act.
10The second meeting of creditors for Unimoni has been convened to be held on Wednesday, 25 August 2021 at 2:00PM.
While the meeting will technically be held at the offices of McGrathNicol, Level 12, 20 Martin Place, Sydney NSW 2000, the
meeting will be held via webcast/teleconference on Zoom, in order to ensure compliance with any restrictions that may be
in place as a result of COVID-19.
Please note that those creditors planning on attending by Zoom webcast/teleconference should register their
intention to do so with Madeline Carnovale (mcarnovale@mcgrathnicol.com) by 4:00 PM on 24 August 2021 and you
will be provided with a link to join.
Observers accompanying a creditor are able to attend the meeting, however will not be entitled to participate, either by
voting or by asking questions.
Further details regarding the Second Meeting of Creditors can be found in section 14 of this Report, with the official
notice of meeting included at Appendix A.
Purpose of this Report
Section 75-225 of the IPR requires an administrator to provide a report to all creditors ahead of the second meeting of
creditors in an administration, containing:
▪ details about the business, property, affairs and financial circumstances of the company under administration;
▪ if a DOCA is proposed, the details of the DOCA; and
▪ details of the investigations undertaken by the administrator, and the administrator’s opinion about each of the
options available to creditors, and the course of action that the administrator recommends is in creditors’ best
interests.
Context of this Report
In reading this Report, creditors should note the following:
▪ This Report and the statements herein are based on the Administrators’ preliminary investigations of Unimoni’s affairs,
undertaken in a compressed timeframe. The investigations have been undertaken from available books and records,
as well as information provided by Unimoni’s officers, key personnel where applicable, and from the Administrators’
own enquiries.
▪ The statements and opinions in this Report are given in good faith and, whilst we have no reason to doubt any
information contained in this Report, the Administrators reserve the right to alter their conclusions if the underlying
information proves to be inaccurate or materially changes following the issuing of this Report.
▪ If, after issuing this Report, the Administrators become aware of any additional information which may assist creditors
in determining how to vote at the Second Meeting of Creditors, the Administrators may make the additional
information the subject of a further written report and/or table the information at the Second Meeting of Creditors.
▪ Presenting the information in this Report, the Administrators have necessarily made forecasts of asset realisations and
estimated the total value of creditors. These forecasts and estimates may change as asset realisations progress and
claims are received from creditors. Whilst the forecasts and estimates are the result of the Administrators’ best
assessment in the circumstances, creditors should note that the outcome for creditors may differ from the information
provided in this Report.
▪ The assessment of potential claims in this Report has been performed on a preliminary basis based on information
available to the Administrators at the time of completion of this Report. As a consequence, the Administrators reserve
their right to alter their assessment if further relevant information is provided after the date of this Report or as a
consequence of further investigations in the event that Unimoni is wound up (i.e. a liquidator is appointed to
Unimoni).
11Declaration of Independence, Relevant Relationships and Indemnities
In accordance with Section 436DA of the Act and the Australian Restructuring, Insolvency and Turnaround Association
(ARITA) Code of Professional Practice, a Declaration of Independence, Relevant Relationships and Indemnities (DIRRI) was
enclosed with the Administrators’ first communication to creditors and tabled at the First Meeting of Creditors.
The DIRRI disclosed information regarding the Administrators’ independence, prior personal or professional relationships
with Unimoni or related parties and indemnities received in relation to this appointment.
Independence
We, Shaun Fraser and Jason Ireland of the firm McGrathNicol, undertook a proper assessment of the risks to our
independence prior to accepting the appointment as Administrators of Unimoni in accordance with the law and applicable
professional standards. This assessment identified no real or potential risks to our independence. We are not aware of any
reasons that should have prevented us from accepting or continuing this appointment.
Indemnities and up-front payments
As noted in the DIRRI tabled at the First Meeting of Creditors, the Administrators were provided with an up-front payment
of $600,000 from Unimoni which was paid directly into the McGrathNicol trust account. This funding represented an
indemnity for trading costs as well as the administrators’ fees and costs.
The Administrators have not been provided with any further indemnities or upfront payments for remuneration or costs
associated with the conduct of this voluntary administration.
This does not include statutory indemnities. The Administrators have not received any other indemnities or up-front
payments that should be disclosed.
Ongoing assessment
Since the Appointment Date, the Administrators have continued to assess whether any potential conflict of interest matters
have developed.
At the date of this Report, the Administrators’ opinion has not varied from the information provided in the DIRRI.
The Administrators have not received any other indemnities or up-front payments, other than that described above, that
should be disclosed and remain of the view that their prior relationships, as outlined in the updated DIRRI, do not create
or give rise to any conflict of interest.
12Background and statutory information
This section of the Report provides creditors with details regarding Unimoni, its shareholders, the Directors and
other statutory information, as well as the history of Unimoni and the circumstances leading to the Administrators’
Appointment.
Background of Unimoni
Business overview
Opened in Australia in 2003, Unimoni (formerly UAE Exchange Australia) (Unimoni) conducts the Australian operations of a
diversified global provider of Money, Transfer and Foreign Currency Exchange Services. Unimoni is a wholly owned
subsidiary of UAE Exchange International Holding Limited, a private company registered in the United Kingdom.
Unimoni’s ultimate parent company is Finablr PLC (LSE: FIN) (Finablr), a financial services holding company, listed on the
London Stock Exchange (LSE) and headquartered out of Abu Dhabi in the United Arab Emirates. In addition to Unimoni,
Finablr’s global brands also included, TravelEx, UAE Exchange, Xpress Money, Remit2India and BayanPay (Global Business).
Operating locations
As at the appointment date, Unimoni operated 30 retail branches, with an administration office based in Parramatta,
New South Wales.
Figure 1: Retail Footprint
Store locations
Store Store address
33 King William St (Adelaide One) 33 King William Street, Adelaide, SA 5000
45 Elizabeth St 45 Elizabeth Street, Melbourne, VIC 3000
Anzac Square Arcade Anzac Square Arcade, Lot 29, 198 Adelaide Street, Brisbane, QLD 4000
Belconnen K204 (opposite Woolworths), Westfield Belconnen, Benjamin Way, Belconnen, Canberra, ACT 2617
Blacktown Shop 1, 72-74 Main Street, Blacktown, NSW 2148
Carousel Shop 1234B Westfield Carousel, 1382 Albany Highway, Cannington, WA 6107
Castle Hill Kiosk K274 (Outside Kmart), Level 1, Castle Towers Shopping Centre, 6-14 Castle Street, Castle Hill, NSW 2154
Chatswood Shop 205, Level 2, Westfield Chatswood, Chatswood, NSW 2067
Chermside Kiosk K-19 395 Chermside Shopping Centre, Hamilton Road, Chermside, QLD 4032
Coburg Shop No 2, 435 - 437 Sydney Road, Coburg, VIC 3058
Footscray 28 B Irving Street, Footscray, Melbourne, VIC 3011
Fremantle 62 South Terrace, Fremantle, WA 6160
Greenwood Plaza (North Sydney) Shop M57 B, Greenwood Plaza, 36 Blue St, North Sydney, NSW 2060
Hornsby Shop 1000A, Level 1, Near Alfred St Parking, Westfield Hornsby, Hornsby, NSW 2077
Hurstville Kiosk 3, Level 1, Westfield Hurstville, Hurstville, NSW 2220
Liverpool Two Kiosk 1200, Ground Floor, Westfield Liverpool, Liverpool, NSW 2170
London Court Shop 51, London Court, 647 - 657 Hay Street Mall, Perth, WA 6000
Macquarie Centre Shop No 4436B, Level 4, Macquarie Shopping Centre, North Ryde, Sydney, NSW 2113
Marion Kiosk 101-B, Diagonal Rd, Oaklands Park, SA 5046
MetCentre Wynyard Shop T009, MetCentre, 60 Margaret Street, Sydney, NSW 2000
Mirrabooka The Square Mirrabooka, Shop K3, 43 Yirrigan Dr, Mirrabooka, WA 6061
Paramatta (Head office) Suite 1, level 4, 1 Wentworth street, Parramatta, NSW 2150
Paramatta Westfield (Paramatta Two) Shop 3088A, Westfield Parramatta, Parramatta, NSW 2150
Penrith Kiosk K15 (Outside ValleyGirl), Level 1, Westfield Penrith, 585 High Street, Penrith, NSW 2560
Robina Town Centre Shop B4.73, Robina Town Centre, Bazaar Street, Robina, QLD 4230
Sunnybank Kiosk 7, Sunnybank Plaza, Sunnybank, QLD 4109
Werribee Kiosk No 59 (Opp Australia Post) Pacific Werribee cnr Derrimut Road &, Heaths Rd, Werribee, VIC 3030
Westfield Fountain Gate Kiosk 116, Westfield Fountain Gate, Narre Warren, VIC 3085
Westfield North Lakes Kiosk 22, Anzac Ave & N Lakes Dr, Westfield North Lakes, QLD 4509
Westfield Sydney Shop 2021, Westfield Sydney, Sydney, NSW 2000
Wollongong Shop N05K, Ground Floor Wollongong Central, 200 Crown St, Wollongong, NSW 2500
13Corporate structure
The current corporate structure for Unimoni at the Appointment Date is set out below.
Figure 2: Corporate Structure
Events leading up to the appointment of Administrators
Based on company books and records as well as discussions with Management and the Company’s directors, outlined
below is a summary of the recent events leading up to the appointment of Administrators:
Table 1: Events leading up to appointment of Administrators
Date Description
February – March Unimoni’s ultimate parent company, Finablr, begins to exhibit signs of distress when its share
2020 price drops more than 90% following cyber-attacks on Travelex, which ultimately influence the
Global Business for around six weeks.
March – April 2020 Finablr’s shares are suspended on the LSE as it was announced that it was in danger of collapse
having identified circa US$100m of undisclosed financing, which meant it no longer had any
certainty over its financial position. Forensic investigators are subsequently appointed to carry out
an independent investigation into Finablr’s financial position.
This investigation ultimately led to the identification of a ‘serious fraud’ within the Finablr
business totalling c. $1.3 billion and certain aspects of the exchange business was placed in
control of the Central Bank of UAE. Restructuring professionals (Kroll and Houlihan Lokey) were
appointed to assist in exploring various strategic options including debt restructuring, capital
raises and a sale of assets.
April - November The effects of the COVID-19 pandemic begin to affect Unimoni as the Australian Government
2020 begins imposing various restrictions, lockdowns and international border closures. As a result, the
Unimoni business experiences rapid deterioration in profitability as its business is heavily reliant
on the global tourism industry.
Unimoni begins to negotiate with landlords for rent assistance as well as obtain various financial
assistance available from the Australian Government (including Job Keeper).
14Date Description
December 2020 Prism Group AG (a Swiss headquartered investment group), alongside Abu Dhabi-based Royal
Strategic Partners, acquires the shares in the Finablr business including all its wholly owned
subsidiaries.
As part of the acquisition, Finablr will rebrand as WizzFinancial. The group includes over 5,000
employees, relationships with 140 correspondent banks, as well as a presence across the Middle
East, North Africa region, India, Africa and numerous subsidiaries in North America, Europe and
Asia.
The acquisition is currently pending regulatory approval.
January 2021 Following a customer due diligence check and regulatory review, Unimoni is put on notice by its
bank, the National Australia Bank (NAB), that it would stop providing the Company’s transactional
and merchant banking facilities, which are key to it operating as a foreign currency provider.
Following this notice, Unimoni attempted to seek out an alternative banking provider, however
given the financial position of the Company at this time and the fact that Unimoni does not have
an Australian based director, negotiations with alternative banks prove difficult.
March 2021 The Australian Government applies a moratorium to the JobKeeper scheme and the program
ends. As a result, Unimoni enters into reduced hour agreements with its employees and eight
unprofitable stores are temporarily closed.
June – July 2021 Various COVID-19 restrictions are reinstated following an outbreak in NSW.
All states where Unimoni operates (with the exception of ACT and WA) eventually enter into
lockdowns of varying timeframes.
Employees affected by these lockdowns are eventually stood-down, and all stores temporarily
close nationwide.
July 2021 NAB advises that it will freeze Unimoni’s transactional and merchant facilities on 21 July 2021,
rendering the Company unable to trade.
Directors of Unimoni resolve to appoint Voluntary Administrators immediately following this
notice, having formed the view that Unimoni would become insolvent without access to its
banking facilities.
Status as at the date of appointment
As at the date of appointment, Unimoni operated 30 retail branches across Australia in high foot traffic locations within
shopping centres and Management report the Company was in a profitable growth stage prior to the start of the COVID-
19 pandemic.
As at the date of appointment, Unimoni employed 58 employees, across NSW, QLD, ACT, VIC, SA and WA. There are 46
branch employees based across Australia and 12 head office employees based at head office in Parramatta, NSW.
Following a review of the operational requirements of Unimoni on appointment, the Administrators made the immediate
decision to stand-down branch staff affected by lockdowns and extend the temporary closure of all branches until further
notice.
15Statutory Details
Directors and officers
A search of the records maintained on the Australian Securities and Investments Commission (ASIC) database as at the
Appointment Date revealed that the following individuals were previously or are currently Directors and Officers:
Table 1: Directors and officers
Directors and officers
Name Role Appointment date Resignation date
Bhairav Surendra Trivedi Director 7 July 2021 -
Robert John Miller Director 7 July 2021 -
Harpreet Singh Amarjit Singh Chida Former Director 6 June 2021 9 July 2021
Bhairav Surendra Trivedi Former Director 5 June 2020 7 June 2021
Robert John Miller Former Director 5 June 2020 7 June 2021
Bavaguthu Raghuram Shetty Former Director 6 November 2003 13 April 2021
Sudhesh Kumar Shivanand Giriyan Former Director 5 June 2020 16 June 2020
Subhaschandra Shetty Former Director 6 November 2003 5 June 2020
Dr Neema Shetty Former Director 1 March 2007 18 March 2020
Ritesh Singh Former Director 1 May 2018 18 March 2020
Source: A search of ASIC records
Shareholders
A search of the records maintained on ASIC’s database as at the Appointment Date revealed that UAE Exchange
International Holding Limited is the sole shareholder:
Table 2: Shareholders
Shareholders
Class Name Number held % total
ORD UAE Exchange International Holding Limited 8,390,000 100
Total shares on issue 8,390,000 100
Source: A search of ASIC records
Security interests
A search of the Personal Property Securities Register (PPSR) at the Appointment Date revealed one registered security
interest against Unimoni. The following summary identifies the creditor and collateral class of the registration against
Unimoni:
Table 3: Summary of PPS registrations
PPS registrations
Creditor Group Secured Party Collateral Class Number
Fujifilm Upstream Solutions Pty Ltd ACN 006 572 694; and
Supplier Other Goods 1
Fujifilm Upstream Leasing Pty Ltd ACN 109 257 098
Total 1
Source: PPSR searches undertaken on 20 July 2021
A review of the above security interest identified the collateral as printer and copier equipment which has been deemed to
be a valid security interest.
16Employees
At Appointment, Unimoni employed 58 personnel. Provided below is a summary of employees and the total value of
estimated employee entitlements. This estimate includes a provision for redundancy for all employees which will only be
triggered if employees are made redundant. We anticipate a number of employees will be offered employment by the
proposed purchaser although note that this remains subject to commercial negotiations.
Table 4: Employees
Estimated employee entitlements at appointment
Entitlement $
Unpaid wages -
Annual leave 296,775
Long service leave 190,421
PILN 165,342
Redundancy 470,484
Superannuation 37,656
Superannuation on PILN 16,534
Total 1,177,213
Source: Management reports and payroll records as at Appointment
Unsecured creditors
The Company’s books and records shows 71 trade, inter-company and other unsecured creditors, owed a total of
$5,846,031 as at the date of appointment, set out in the table below:
Table 5: Amounts owing to creditors
Amounts owing to unsecured creditors
Creditor category Total owed ($)
Trade and other payables (landlords, suppliers, general trade creditors) (1,923,865)
Statutory creditors (various Offices of State Revenue) (40,000)
Related party payables (3,880,166)
Refunds payable (2,000)
Total (5,846,031)
Source: Management reports as at Appointment
17Recent financial information
This section of the Report sets out historical financial information for Unimoni and provides comments on the key
drivers of the reported results.
Introduction
This section provides an overview of Unimoni’s financial performance and position, outlining the Administrators’ review of
the key line items and events that drive Unimoni’s results.
Management has provided the Administrators with the financial information available at regular intervals throughout the
period June 2020 to July 2021. Unimoni did not maintain an electronic accounting file and the financial information
available was manually recorded in spreadsheets and is limited to operational assets and liabilities.
In addition, the Administrators have been provided with:
▪ audited financial statements for the financial year ended 31 December 2017;
▪ unaudited financial statements for the financial year ended 31 December 2018; and
▪ draft financial statements for the financial year ended 31 December 2019.
The Administrators’ financial analysis has been limited by the quality of the information that was made available and a
level of reconstruction was required in order to present the recent financial information in this section.
The information contained in this section of the Report has not been independently verified or audited.
18Financial position
Set out in the table below is a summary of Unimoni’s statement of financial position (balance sheet).
Please note, the following table has been reconstructed using the available information contained in the books and
records.
Table 6: Statement of financial position
Unimoni - Statement of financial position
Account ($'000) 31Dec16 31Dec17 31Dec18 31Dec19 30Jun20 31Dec20 21Jul21
Current Assets
Cash and equivalents 6,316 7,911 10,702 10,531 931 378 630
Inventory (cash and equivalents) - - - - 3,248 2,093 393
Trade and other receivables 2,036 2,139 1,500 605 6,545 6,213 6,213
Less: Provision for trade and other receivables - - - - (332) (332) (332)
Accrued revenue (estimate) - - - - - 20 22
Deposits and prepayments 83 94 40 - 260 260 260
Total current assets 8,435 10,144 12,242 11,136 10,652 8,632 7,186
Non-current assets
Deferred tax assets 463 604 595 595 - - -
Goodwill and other intangible assets 634 634 634 634 - - -
Property, plant and equipment 1,893 1,698 2,806 2,527 - - -
Total non-current assets 2,990 2,936 4,036 3,756 - - -
Total assets 11,425 13,080 16,278 14,892 10,652 8,632 7,186
Current liabilities
Wages and salaries expenses payable - - - - (455) (435) (70)
Less: Jobkeeper receivable - - - - 235 140 -
Employee entitlements (current) (669) (609) (1,137) (1,244) (684) (527) (471)
Income tax payable (156) (434) (6) (6) - - -
Trade and other payables (1,568) (1,808) (6,630) (4,483) (991) (1,709) (1,924)
Related party payables - - - - (4,030) (3,880) (3,880)
Refunds payable - - - - (205) (3) (2)
Provision for closure - - - - (4,674) (4,270) (3,545)
Total current liabilities (2,393) (2,851) (7,772) (5,733) (10,804) (10,684) (9,892)
Non-current liabilities
Employee entitlements (non-current) (199) (247) (247) (247) - - -
Total non-current liabilities (199) (247) (247) (247) - - -
Total liabilities (2,592) (3,097) (8,019) (5,979) (10,804) (10,684) (9,892)
Net assets 8,833 9,983 8,259 8,913 (152) (2,052) (2,706)
Source: Management reports, audited financial reports 31 Dec 2017, unaudited financial reports 31 Dec 2018 and draft financial reports 31
Dec 2019.
A statement of financial position presents the financial position of an entity at a given date by reporting the value of the
entity’s assets and liabilities.
In recent years, Unimoni business has experienced a downturn in foreign exchange revenue due to the unstable foreign
exchange market and a decrease in demand due to global travel restrictions associated with COVID-19. It has also been
significantly impacted by the various Australian state lockdowns, which have contributed to the closure of a number of
branches.
On this basis, the Administrators make the following key observations in relation to Unimoni’s financial position:
19Assets
▪ Cash and equivalents balances for the periods 31 December 2016 to 2019 include operating cash, short term deposits
and local and foreign currency held for trade. Management reports for the period June 2020 to July 2021 separate
local and foreign currency held for trade. At appointment, branches were holding significantly less inventory of foreign
currency than at 30 June 2020, and cash reserves were periodically run down to fund operations since the beginning
of the COVID-19 pandemic. The total cash and equivalents on Appointment of c. $1 million includes c. $393k in local
and foreign currency held for trade, $600k held in trust for the Administrators (as detailed in the DIRRI at section
Error! Reference source not found.), and c. $30k in operating cash. Cash and cash equivalents does not include c.
$1.1m of term deposits held with National Australia Bank as security to support bank guarantees held by landlords
totalling c. $985,000. We anticipate that there will be a significant call on the bank guarantees held by landlords due
to the high levels of rental arrears and at this stage, the expected recoveries from the term deposits is unclear.
▪ The increase in trade and other receivables since December 2019 relates to two related parties (as detailed at section
Error! Reference source not found.) and one third party. The Administrators understand that the third party receivable
of c. $332k due from Travel Money is not recoverable and this amount was provisioned as a bad debt from 30 June
2020 and subsequently written off in the year ended 30 December 2020. The related party receivable has a value of
approximately $6.21 million (comprising c. $4.46 million receivable from the Bank Notes Division and c. $1.75 million
receivable from the Global Headquarters). We have requested detailed information for these receivables from Directors
but have not yet received a response.
▪ Accrued revenue relates to monthly commission due from Western Union for the July 2021 period and a daily deposit
of $16,696 yet to clear into Unimoni’s Western Union account upon Appointment. The Administrators understand that
July 2021 commission due from Western Union ranges between $5,000 and $10,000.
▪ Deposits and prepayments over the period June 2020 to July 2021 relate to a security deposit held by Western Union.
Western Union has indicated to the Administrators that this security deposit is recoverable in the event Unimoni was
placed into Liquidation.
▪ Goodwill, shown as a non-current asset for the periods 31 December 2016 to 2019 is the balance of goodwill recorded
in the financial reports and was subsequently removed from June 2020 onwards. In the circumstances this asset is
unlikely to have any realisable value.
▪ Property, plant and equipment was recorded in the financial reports for the periods 31 December 2016 to 2019.
Management have indicated the fixed asset register (which involved both the physical verification and valuation of
Unimoni’s assets) was outsourced from January 2020 and therefore the value of property, plant and equipment was
not recorded in the Management reports from that point in time. Property, plant and equipment includes fit-outs and
fittings at each of the 30 stores as well as head office. We engaged O’Mara’s auctioneers and valuers who have
undertaken a desk top valuation of PP&E and estimated a value in use of c. $90,000 or liquidation value of c. $45,000
(before costs).
Liabilities
▪ Between June 2020 and July 2021, employees were intermittently stood down throughout lockdowns or made
redundant when branches closed, which is reflected in the fluctuating wages and salaries expenses payable. This
amount consists of wages and salaries, PAYG, superannuation, and payroll tax. On Appointment, Management
indicated that superannuation and payroll tax liabilities of c. $30,000 and $40,000, respectively, have not been settled.
▪ As at the date of appointment, no further JobKeeper entitlements are owing to Unimoni, as confirmed with the
Australian Taxation Office (ATO).
▪ Employee entitlements totalling c. $471k, consisting of annual leave and long service leave, have been classified as a
current liability in the Management reports for the period June 2020 to July 2021. The Administrators’ estimate of
outstanding annual leave and long service leave at Appointment is detailed at section Error! Reference source not
found.. For the period
31 December 2016 to 2019, employee entitlements were separated into current and non-current liabilities. The
Administrators have not determined if the classification of these line items (current versus non-current) is in
accordance with the appropriate accounting standards.
▪ Trade payables for the periods 31 December 2016 to 2019 combine both related party payables and third-party trade
payables. Conversely, Management reports for the period June 2020 to July 2021 separate related party payables from
third-party trade payables. Trade payables include but are not limited to rent, water, electricity, internet, securities,
20You can also read
