also find this info on the FH website today29 June 2009NOTICE TO...

also find this info on the FH website today


29 June 2009
NOTICE TO SHAREHOLDERS
Dear Sir / Madam
Ventracor Limited (Subject to Deed of Company Arrangement)
ACN 003 180 372
("the Company")
I refer to the appointment of Peter James Gothard and I as Joint and Several
Voluntary Administrators of Ventracor Limited on 19 March 2009, pursuant to Section
436A of the Corporations Act 2001 (“the Act”).
At the second meeting of creditors held on 29 May 2009, creditors resolved “that
pursuant to Section 439C of the Corporations Act 2001, the Company be required to
execute a Deed of Company Arrangement (“DOCA”) under Part 5.3A of the
Corporations Act 2001 in the same form as the proposal statement outlined in the
Administrators’ report to creditors dated 20 May 2009."
The major component of the DOCA was contingent upon the exchange of a sale
agreement between Siqro Inc and Ventracor Limited and its subsidiaries.
On 5 June 2009, a Business Sale Deed was exchanged between the parties
incorporating the sale of the majority of the assets held by the Ventracor Group to Siqro
Inc. Completion of this Business Sale Deed was expected to result in continuity of
employment for the majority of employees and a 100 cents in the dollar return for all
creditors.
On 15 June 2009, a Deed of Company Arrangement was entered into by Ventracor
Limited and its subsidiaries with Peter James Gothard and I becoming the Joint and
Several Deed Administrators of the DOCA.
A key condition of the Business Sale Deed was that for any period between exchange
and settlement, Siqro Inc would be required to provide bridging finance to Ventracor in
order to continue the operations of the group. On exchange, bridging finance to the
12th of June was paid by Siqro, and a further payment to fund the operations to the
19th of June was also made.
A further bridging payment was required to be paid by Siqro on 19 June 2009. Siqro
advised on that day that they would not be in a position to make the bridge payment
as a result of uncertainty surrounding their capital investors to finance completion of
the sale and to raise the funding required to continue the operations in the long term.
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29 June 2009
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Siqro subsequently withdrew their interest, resulting in termination of the Business
Sale Deed.
In order to exhaust all avenues for preserving the business, immediately upon Siqro’s
withdrawal, I contacted both the Shareholder Group and Horizon Healthcare (parties
who had previously expressed an interest but had failed to put forward a viable
proposal) providing them with an opportunity to put forward bridge funding to continue
the operations as an interim measure with a view to conducting due diligence for the
purposes of acquiring the Ventracor Group.
Both the Shareholder Group and Horizon Healthcare were advised that I would have
no alternative but to cease operations unless the funds required to sustain the
operations were transferred to the Ventracor Ltd bank account during the course of
Monday 22 June 2009.
Despite numerous discussions with both parties and assurances that the cash transfer
would be made, I was not provided with any funds within the necessary timeframe.
This is notwithstanding that the timeframe for providing these funds was extended to
Tuesday 23 June 2009.
In the absence of the requested funding being received, I have had no alternative but
to cease the operations of Ventracor Limited and commence to effect a wind down as
of the evening of Tuesday 23 June 2009. This has included the termination of a
number of employees and notifications to regulators, hospitals and centres.
I have also commenced a process to identify any interest in the residual assets of the
company whilst maintaining contact with the regulators to explore options which may
be available for patients currently implanted with an LVAD.
The Company’s creditors will be meeting on 3 July 2009 to determine if the DOCA will
continue or be terminated and the Company proceed to liquidation.
On the basis that there will be no sale of the Ventracor business, at this time it is not
expected that there will be any return to shareholders of the Company.
Yours faithfully
Ventracor Limited
S J Sherman
Deed Administrator