Information for Shareholders of The Duke Group Limited (In Liquidation)

Overview

John Sheahan was appointed as liquidator of The Duke Group Limited (“TDGL”) by order of the Supreme Court of South Australia in July 1989. TDGL had no apparent significant tangible assets. Significant recoveries have been made as a result of the pursuit of legal claims against parties involved in transactions which contributed to the failure of TDGL and its ultimate liquidation. This has enabled creditors to be paid in full in relation to debts due at the date of liquidation. Since that time further recovery actions have been pursued for the benefit of creditors entitled to interest and shareholders.

Directions have been made by the Full Court of the Supreme Court of South Australia that all valid claims for post-liquidation interest (“PLI”) in respect of creditors’ debts must be paid prior to any distribution to shareholders.

Previously it had been determined that there would not be a surplus available for distribution to shareholders following a pro rata distribution to creditors entitled to PLI. This determination followed the decision of the High Court of Australia in May 2001, canvassed in more detail below, which significantly reduced the damages award to which TDGL was entitled from the accountant defendants in that litigation.

However a decision of the High Court of Australia in Sons of Gwalia Limited (Subject to Deed of Company Arrangement) v Margaretic [2007] HCA 1 (discussed below) suggests that, in particular circumstances, shareholders may be entitled to file claims against an insolvent company in their capacity as creditors and hence rank pari passu with other creditors. Accordingly Mr Sheahan applied to the Supreme Court of South Australia for directions as to how he should proceed in relation to any potential claims from TDGL shareholders. Following the recent receipt of directions Mr Sheahan has written to shareholders as well as advertised, both nationally and internationally, inviting them to file proofs against this administration should they believe that they have such valid claims and allowing them a period of 12 weeks within which to submit such claims.

The legal opinions received by the liquidator referred to in the Court’s directions discussed below, and other information that shareholders may find informative, are available from the secure section of the site, which can be accessed here. To access that information, shareholders will need to enter the password included in the recent notice. If you have not received such notice and wish to view this material, please contact Nick Fryer of the liquidator’s staff by email on nfryer@slp.net.au or telephone the liquidator’s office on (08) 8231 0077 [+618 8231 0077 from outside Australia].

A copy of the proof of debt form for completion in order to lodge a claim may be found here.

Set out below is an overview of the most significant recent aspects of this administration.

Post-Liquidation Interest/Shareholders

As noted above, claims against TDGL as at the date of Mr Sheahan’s appointment as liquidator have been paid in full. The question then arose as to whether creditors with contractual or statutory entitlements to interest were entitled to payment of PLI.

Claims for PLI are significant, currently estimated to be in the order of A$56m. The claims raise a number of complex legal issues. For some time, Mr Sheahan was unable to distribute funds to PLI creditors in part satisfaction of these claims due, in part, to uncertainties as to the moneys available to TDGL and the need to seek Court clarification on whether PLI must be paid in this administration.

Directions were given by the Full Court of the Supreme Court of South Australia requiring the payment of PLI claims following the hearing of a ‘special case’ which was referred to the Full Court for that purpose. TDGL’s largest shareholder, Duke Holdings Limited (In Liquidation), made submissions at the hearing that PLI was not payable in the administration, and that accordingly any surplus in the administration should be available for distribution to shareholders. Two creditors claiming substantial PLI were also heard at the hearing, making submissions that PLI must be paid.

In June 2004, the Full Court determined that any surplus held by this administration must firstly be applied toward payment of PLI claims. On this basis, shareholders will only become entitled to receive a distribution in their capacities as shareholders should the quantum of the surplus be sufficient to meet admitted claims for PLI in full, which is unlikely to be the case.

Now that the Court has determined that PLI is payable, there may be issues concerning the individual creditor claims that will need to be resolved by negotiation or litigation. In late 2004 Mr Sheahan called for fresh proofs of debt in relation to creditors’ claims for PLI calculated to 31 December 2004. Claims from seven creditors were admitted. However, Mr Sheahan determined that three of those claims were overstated and rejected part of those claims. Ordinarily, a creditor who wishes to challenge a liquidator’s adjudication on a claim would be required to apply to the Court to have that decision overturned. Such an application by the creditors whose claims were partially rejected would potentially have led to considerable delays and the expenditure of funds in responding to that challenge to the liquidator’s decision. In order to avoid such delay and expense, Mr Sheahan sought and obtained the agreement of the three affected creditors to the distribution of a first PLI dividend on the basis of his adjudication while preserving their rights to challenge his decisions in relation to their claims in future. As a result of all of the above he was able to distribute a first interim dividend of $8 million on account of PLI in June 2005.

Mr Sheahan is presently holding approximately $9 million in this administration which will ultimately be distributed to any shareholders with valid Sons of Gwalia-type claims as creditors (see below) and/or to PLI creditors.

Sons of Gwalia v Margaretic

In January 2007 the High Court of Australia handed down its decision in the matter of Sons of Gwalia Limited (Subject to Deed of Company Arrangement) v Margaretic [2007] HCA 1. In that case a shareholder of Sons of Gwalia sought to claim as a creditor in the administration of the company on the grounds that he had purchased his shares in the company in reliance on misleading information about the company’s financial position. The Court held that shareholders who have suffered loss as a result of the decline in the value of shares purchased in reliance on deceptive conduct by the company may be entitled to prove as unsecured creditors in the administration of that company.

The possibility exists that there may be some shareholders of TDGL who could make out a similar claim to be a creditor of the company. Any such valid claims would rank ahead of PLI claims. Accordingly, any shareholder with a valid Sons of Gwalia-type claim would stand to participate in any future dividend paid in this liquidation.

Shareholders should note that the above description of the Sons of Gwalia decision is no more than an outline of the facts and matters that were held by the High Court to give rise to a claim in that case. Whether any shareholder might have a valid claim in the liquidation of TDGL will depend on the particular facts and circumstances of each case.

Mr Sheahan sought directions from the Supreme Court of South Australia in relation to his obligations to provide notification to shareholders in relation to these matters. Genoa Resources and Investment Limited (In Liquidation) and LFD Limited made submissions in their capacities as PLI creditors of TDGL. On 26 November 2007 the Supreme Court made orders that it was sufficient for the liquidator to discharge his duties to notify creditors by advertising and sending notices to a particular class of shareholders whom it was considered might have claims admissible under subsection 438(2) of the Companies (South Australia) Code. That subsection governs claims admissible in the winding up of an insolvent company.

A number of claims were received in response to those notices. However, all such claims were rejected. A number of the claims were rejected because they did not fall within the category of admissible claims under subsection 438(2). Three claimants filed appeals with the Court against the liquidator’s rejection of their claims. The largest such claim, by Duke Holdings Ltd (In Liquidation) was for an amount of $18.6m. That appeal was dismissed on 7 December 2009. The remaining appeals were discontinued by the claimants in May 2010.

As a consequence of resolving all such claims, TDGL is no longer considered to be an insolvent company for the purposes of further dividends, as all pre-liquidation claims have been paid in full. Accordingly, Mr Sheahan is now required to consider whether there might be claims admissible under subsection 438(1) of the Companies (South Australia) Code, which governs claims in a “solvent” liquidation.

The liquidator has received advice that the class of potential claimants under subsection 438(1) is wider than those potentially admissible under subsection 438(2). Both current and former shareholders may have such claims. In September 2010, Mr Sheahan made an application to the Court seeking further directions in relation to his obligations in relation to such claims. On 12 November 2010, the Court made further directions in relation to notices to be sent to shareholders of the company inviting claims. In accordance with those directions, notices were sent to approximately 20,000 current and former shareholders of the company in February 2011. Notices inviting claims were also published in newspapers in Australia, the United Kingdom and a number of other countries.

In response to those notices, a large number of shareholders contacted the liquidator’s staff with enquiries and more than 1,000 claims were received from shareholders of the company. However, it was apparent from the responses received that there was a level of confusion on the part of shareholders as to the nature of the invitation to lodge claims and the requirements for doing so. Accordingly, a further application for directions was made in September 2011. On 18 April 2012 the Court made the following directions in relation to further communications with shareholders:

THE COURT DIRECTS that:

1. It is appropriate and justified for the Liquidator to adopt the following procedure to notify prospective creditors of the Defendant of the right to lodge a proof in the liquidation of the Defendant, namely send a circular to shareholders in substantially the form attached as Annexure A to these Orders (“Circular”), which should be mailed by ordinary pre-paid post to the postal address last known to the Liquidator from the Defendant’s records of those shareholders who were sent the Liquidator’s notice dated 23 February 2011, with the exception of those shareholders to whom such notice was returned unopened or undeliverable and those who have previously lodged a formal proof of debt.

2. It is appropriate and justified for the Liquidator to do nothing further to identify a claim in respect of shareholders whose previous correspondence has been returned unopened.

3. It is appropriate and justified for the Liquidator to expand the Liquidator’s website to contain the following:

        a. General advice on the procedural nature of how to complete and formally lodge a proof of debt in the liquidation;
        b. The Defendant’s share register as at the date of liquidation;
        c. All of the legal advice received by the Liquidator relating to the admissibility of Sons of Gwalia-type claims as exhibited to the affidavits of the Liquidator sworn 14 September 2010 and 27 September 2011; and
        d. A statement that the website does not purport to give the shareholders legal advice and that they should seek their own legal advice if required.

4. The Liquidator should allow 28 days after the posting of the Circular for relevant persons to lodge any new or varied proofs of debt. After this date, the Liquidator is not required to take further action either to inform shareholders of any right to prove in the winding up or to elicit any proof or claim from such shareholders even if there is no response or the mail is returned unopened.

5. After completion of the process referred to in paragraphs 1-4 above it would be appropriate and justified for the Liquidator to proceed with and complete the winding up of the Defendant on the footing that any claim for a shareholder or shareholders not lodged by way of formal proof of debt under regulation 120 has not been and will not be proved in the winding up, that the property otherwise divisible amongst any such potential claimants shall be available for application and distribution in the winding up and that no further steps need be taken either to inform shareholders of any right to prove in the winding up or to elicit any proof or claim from any such shareholders.

Annexure A

CIRCULAR TO SHAREHOLDERS

THE DUKE GROUP LIMITED (IN LIQUIDATION)

(FORMERLY KIA ORA GOLD CORPORATION NL)

On 11 July 1989 The Duke Group Limited (Duke) was placed into liquidation by order of the Supreme Court of South Australia (Court) and I was appointed Duke’s Liquidator. Until 1988 Duke was named Kia Ora Gold Corporation NL (Kia Ora).

I have previously called for and admitted claims by creditors owed debts by Duke as at the date of my appointment. Following the decision of the High Court of Australia in Sons of Gwalia Ltd v Margaretic (2007) 231 CLR 160 and following directions made by the Court, notices were published inviting claims by shareholders of Duke.

As directed by the Court, notices inviting claims were sent to those shareholders at their last known addresses, whose shareholding arose as a result of the takeover by Kia Ora (as Duke was then known) of Western United Limited in 1987 as it was considered only those shareholders might be able to make a claim against Duke that was admissible in the winding up of Duke in insolvency.

All admitted claims as at the date of liquidation have been paid in full. There remain approximately $9 million available to creditors in the liquidation. Accordingly, Duke has been returned to a condition of solvency for the purposes of considering claims by creditors of Duke, including shareholders of Duke.

A number of shareholders of Duke have written to me in terms that either:

      (a) do not make clear whether or not the claim is to be pressed; and/or
      (b) expressed disinclination to press a claim but do so apparently on the basis of some misapprehension as to the procedure for pressing a claim and/or the basis upon which it might be pressed.

As a result of the responses received from shareholders referred to above, I obtained further orders from the Court seeking directions to communicate further with those shareholders and to circulate one final notice informing all shareholders of their right to lodge a claim in the liquidation of Duke.

Which shareholders may have a claim?

You may have a claim in the liquidation of Duke for the reduction in the value of your shares following two takeovers completed by Kia Ora Gold Corporation NL (as Duke was then called) in 1987 and 1988.

Specifically, shareholders who held shares immediately before Kia Ora’s:

      1. takeover of Western United in 1987 may have a claim for 37 cents per share held; and
      2. acquisition of the assets of the Duke Holdings Limited Group of Companies may have a claim for 21 cents per share held.

Additional information to assist in completing a formal Proof of Debt, if applicable, is available on the website www.slp.net.au.

What you should do if you wish to make a claim in the liquidation of Duke?

If you wish to make a claim in the liquidation of Duke, you need to complete and sign a Proof of Debt form and lodge the form with me by 13 July 2012. A Proof of Debt form is available from www.slp.net.au.

You should also attach to the Proof of Debt form copies of share certificates and any other documents you still have relating to your acquisition of shares in Kia Ora / Duke.

Attached to this Circular is an example of a completed Proof of Debt form.

Information from Duke’s share register is available to confirm the number of shares held by each shareholder as at 11 July 1989, being the date that I was appointed Liquidator of Duke (and therefore the relevant date for provable claims in the liquidation of Duke). However, the Share Registry does not assist in determining how many shares were held at earlier dates (including the dates of the takeover of Western United in 1987 and the acquisition of the assets of the Duke Holdings Limited group of companies in 1988).

You should send a copy of the completed Proof of Debt to me by 13 July 2012. After that date, I intend to declare a final dividend. Any Proofs of Debt received after 13 July 2012 may not be admitted to proof.

Neither I nor the website purports to give any shareholder of Duke legal advice. I recommend that any shareholder who is uncertain whether they have a claim in the liquidation of Duke, or how to make a claim, should seek legal advice.

Attached to the website is:

(a) a copy of Duke’s share registry as at the date of Duke’s liquidation;

(b) the legal advice obtained by me relating to the admissibility of shareholders’ claims; and

(c) a Proof of Debt form to be completed by any shareholder or other creditor of Duke wishing to submit a claim.

Dated this …….. day of April 2012

John Sheahan

Liquidator

Notice to shareholders May 2012

In accordance with those directions, on 31 May 2012 the liquidator sent a notice in essentially the same terms as the above to all shareholders who had not lodged a claim (excluding those to whom correspondence had previously been returned as undeliverable). In order to maintain confidentiality in relation to the personal details of the company’s shareholders, the share registry has not been made available on this website. Instead, details of the individual shareholdings were sent to each member in their respective notice.

As referred to in the directions of the Court set out above, neither the notice sent by the liquidator nor the information on this website should be taken as constituting legal advice. Shareholders who require legal advice must consult their own solicitor or legal counsel.

The legal opinions received by the liquidator referred to in the Court’s directions, and other information that shareholders may find informative, are available from the secure section of the site, which can be accessed here. To access that information, shareholders will need to enter the password included in the recent notice. If you have not received such notice and wish to view this material, please contact Nick Fryer of the liquidator’s staff by email on nfryer@slp.net.au or telephone the liquidator’s office on (08) 8231 0077 [+618 8231 0077 from outside Australia].

A copy of the proof of debt form for completion in order to lodge a claim may be found here.


Chronology Post Appointment Of Liquidator

  • 11 July 1989 – TDGL (formerly Kia Ora Gold Corporation NL) was wound up by the Supreme Court of South Australia and John Sheahan was appointed as liquidator.
  • 28 February 1990 – the liquidator issued a statement of claim against Arthur Young in the Supreme Court of South Australia in relation to the reverse takeover of the company later called Duke Holdings Limited in 1988.
  • 25 February 1992 – Arthur Young release agreement signed, after around 240 days of trial.
  • 19 August 1992 – the liquidator commenced an action against the Nelson Wheeler defendants in the Supreme Court of South Australia (“the Nelson Wheeler proceedings”).
  • 30 September 1992 – the liquidator paid the first dividend to creditors of TDGL.
  • 1 March 1993 – the liquidator paid the second dividend to creditors of TDGL.
  • 31 March 1993 – the directors of TDGL were joined as third parties by Nelson Wheeler.
  • 25 August 1993 – the liquidator paid the third dividend to creditors of TDGL.
  • 5 November 1993 – the directors of TDGL were joined as defendants to the action by leave granted by Mullighan J on 3 November 1993.
  • 8 February 1994 – the liquidator paid the fourth dividend to the creditors of TDGL.
  • 18 March 1994 – the liquidator paid the fifth dividend to creditors of TDGL.
  • 15 June 1994 – trial of the Nelson Wheeler proceedings commenced before Mullighan J.
  • 29 September 1997 – trial of the Nelson Wheeler proceedings concluded after 471 sitting days. Mullighan J reserved judgment.
  • 30 January 1998 – Mullighan J delivered judgment in the Nelson Wheeler proceedings.
  • 27 February 1998 – settlement agreement signed by Quilty, a director of TDGL, and the liquidator.
  • 1 June 1998 – Mullighan J delivered judgment in respect of costs of the trial.
  • 15 June 1998 – Mullighan J delivered judgment in respect of an application for a stay of execution of the judgment.
  • 30 March 1999 – settlement agreement signed with Abbott interests, Abbott being a director of TDGL.
  • 20 May 1999 – the Full Court handed down its reasons for judgment. In their reasons the Full Court invited further submissions on the appropriate order for contribution between the defendants, as well as the form of the judgment order, in light of their reasons.
  • 13 August 1999 – judgment of the Full Court was entered.
  • 19 August 1999 – hearing before Chief Justice regarding stay of execution of judgment.
  • 23 August 1999 – TDGL instituted proceedings against HIH and Willis Corroon in relation to the first and third tier of the insurance policy responding to the Nelson Wheeler defendants’ liability under the judgment.
  • 25 August 1999 – the Nelson Wheeler defendants filed their application in the High Court for special leave to appeal the Full Court judgment.
  • 2 September 1999 – amended application for special leave to appeal filed by Nelson Wheeler defendants.
  • 7 September 1999 – application for special leave to appeal to High Court filed by TDGL.
  • 21 September 1999 – amended application for special leave to appeal to High Court filed by TDGL.
  • 14 October 1999 – the liquidator reached agreement with the second and third tier insurers in relation to the judgment liability.
  • 22 October 1999 – a settlement agreement was reached with Lee-Steere, a director of TDGL, and interests associated with him.
  • 30 November 1999 – High Court granted the Nelson Wheeler defendants application for special leave to appeal.
  • 24 December 1999 – settlement agreement signed with Singleton, a director of TDGL.
  • 17 January 2000 – the liquidator paid the sixth dividend to creditors of TDGL.
  • 19 January 2000 – the Nelson Wheeler parties, at the instigation of the liquidator, instituted proceedings against Willis Corroon and HIH in relation to HIH’s liability for 24% of the third tier insurance of the Nelson Wheeler parties.
  • 7 April 2000 – argument on the appeal was heard before the High Court.
  • 8 August 2000 – the High Court advised that it sought further submissions on the issue of fiduciary duty.
  • 20 September 2000 – the liquidator of TDGL filed proceedings against the liquidator of Western United Limited in relation to the latter’s rejection of TDGL’s proof in his administration.
  • 23 November 2000 – argument on the issue of fiduciary duty was heard by the High Court.
  • 8 December 2000 – the Full Court delivered reasons for judgment in relation to contribution between the defendants for the judgment debt. In the same month the argument was heard before the High Court in relation to the appeal.
  • 8 February 2001 – application to reopen the hearing of the applications for contribution filed by Quilty.
  • 2 March 2001 – application to reopen set down. Application to reopen not considered due to application to disqualify the Chief Justice, matter adjourned pending a decision.
  • 31 May 2001 – High Court judgment delivered.
  • 13 August 2001 – judgment received from Doyle CJ in relation to disqualification.
  • 19 December 2001 – mediation held with GIO insurers.
  • 24 June 2002 – Court approval of Schneider-Paas settlement deed.
  • 13 November 2002 – Autocure proceedings filed in the Supreme Court of South Australia.
  • April 2003 – various defendants to the Autocure proceedings seek to strike out the proceedings as an abuse of process or, in the alternative, to have the statement of claim struck out as defective.
  • 27-29 August 2003 – hearing before Doyle CJ concerning the application to strike out the Autocure proceedings.
  • 15 October 2003 – hearing in respect of contribution before the Full Court of Supreme Court of South Australia.
  • 18 November 2003 – judgment of the Full Court of the Supreme Court of South Australia in respect of contribution.
  • 23 December 2003 – judgment of Doyle CJ dismissing the defendants’ application to strike out the Autocure proceedings.
  • 12 February 2004 – defendants to the Autocure proceedings granted leave to appeal the decision of Doyle CJ concerning the strike out application.
  • 6 April 2004 – the liquidator’s application for directions in respect of Duke’s liability for post-liquidation interest was heard by the Full Court of the Supreme Court of South Australia as a special case stated.
  • 17 June 2004 – judgment of the Full Court of the Supreme Court of South Australia confirming that the liquidator must direct any surplus held by TDGL first toward payment of post-liquidation interest (“PLI”) creditors in full, and then to members.
  • 4-5 August 2004 – hearing before the Full Court of the Supreme Court of South Australia concerning the defendants’ appeal in respect of their application to strike out the Autocure proceedings.
  • 18 November 2004 – settlement agreement signed with the London insurers, HIH, Nelson Wheeler partner and Quilty.
  • 19 November 2004 – application for special leave to appeal to the High Court regarding the issue of contribution refused.
  • 11 March 2005 – judgment of Full Court of the Supreme Court of South Australia dismissing the Autocure defendants’ appeal.
  • 7 April 2005 – application for special leave to appeal to the High Court filed by various defendants to the Autocure proceedings in respect of the judgment of the Full Court of the Supreme Court of South Australia.
  • 4 May 2005 – amended substituted statement of claim filed, incorporating a further claim against the Autocure defendants.
  • 15 June 2005 – order made by Supreme Court of South Australia lifting Somes’ Mareva injunction following agreement between TDGL and Nelson Wheeler as to distribution of Somes’ settlement sum.
  • 30 June 2005 – declaration of first interim dividend of $8 million on account of PLI.
  • 4 August 2005 – defences of Autocure defendants (with the exception of Abrahams) filed.
  • 11 August 2005 – application for special leave to appeal to the High Court regarding the strike out of the Autocure proceedings refused.
  • 15 & 16 February 2006 – amended defences filed in Autocure proceedings.
  • 16 June 2006 – Autocure proceedings set down for trial to commence on 4 December 2006.
  • 29 June 2006 – further amended defences of Hambros defendants filed in Autocure proceedings.
  • 1 December 2006 – settlement agreement signed with defendants in Autocure proceedings.
  • 31 January 2007 – decision of High Court of Australia in Sons of Gwalia Limited v Margaretic.
  • 11 October 2007 – application to Supreme Court of South Australia in relation to notice to shareholders.
  • 26 November 2007 – orders made by Supreme Court of South Australia in relation to notification to shareholders.
  • December 2007 – notices inviting proof published and sent to specified shareholders.
  • 1 August 2008 – all shareholder claims rejected.
  • 15 August 2008 – lodgement of appeal by Duke Holdings Ltd (In Liquidation) against rejection of claim.
  • 30 October 2008 – lodgement of appeal by Crias and Kria against rejection of claims.
  • 7 December 2009 – appeal by Duke Holdings Ltd (In Liquidation) dismissed.
  • May 2010 – Crias and Kria appeal discontinued.
  • 14 September 2010 – application for directions in relation to notifying potential subsection 438(1) claimants.
  • 12 November 2010 – directions made by Supreme Court of South Australia in relation to notification to shareholders re potential 438(1) claims.
  • February 2011 – notices inviting proofs published and sent to specified shareholders.
  • September 2011 – further application for directions in relation to notification to shareholders re potential claims.
  • 18 April 2012 – directions made by Supreme Court of South Australia in relation to notification to shareholders.
  • 4 June 2012 – final notice inviting proofs sent to shareholders.
Legal Opinions and Committee Reports

This matter was mentioned in the July 2012 issue of the Insolvency Practitioners’ Association of Australia’s Insolvency Journal. That article is as follows:

Website Communications

The liquidation of the Duke Group Ltd has a long history in insolvency case law. Very briefly, Duke was wound up in 1989 under the Companies (South Australia) Code. It had debts of $35 million and no assets. The liquidator successfully brought two sets of proceedings which resulted in the payment in full of the creditors’ claims. There were in fact surplus funds in the liquidation, against which there were claims for post-liquidation interest, which were paid. There were also shareholder claims to those surplus funds. These were made following the 2007 High Court decision in Sons of Gwalia Ltd v Margaretic [2007] HCA 1 (Sons of Gwalia). Other legal developments followed.

The liquidator then applied for directions as to how those shareholder claimants were to be notified of their rights to make their claims. There were over 20,000 current and former shareholders of Duke and as at September 2011, 1,036 proofs of debt making claim for approximately $2.2 million had been received by the liquidator.

The Court cited Re ION Ltd [2010] FCA 1119 at [51] that, as a general proposition,

“a liquidator is obliged to inquire into all claims. He or she has a duty to invite proofs of claims from persons with claims, even if they have not responded to the advertisement, if the liquidator is aware of creditors who have not proved.”

But in this case, the liquidator did not have to go that far. While the potential shareholder claimants ought to be provided with further information, the liquidator did not have to advise them each individually. Nor did he have to follow up those shareholders whose previous notices had been returned unopened or undeliverable. The remaining shareholders had to be re-circularised, indicating that they may have a claim in the liquidation and that additional information to assist in completing formal proof of debt was available on the liquidator’s website. The detailed overview of the legal background to the matter on the liquidator’s website had to be updated. In particular, the legal advice received relating to Sons of Gwalia-type claims was to go on the website, with the caveat that the shareholders should seek their own legal advice. To try to avoid the need to respond to individual shareholder requests for information, Duke’s share register as at the date of liquidation was also directed to be put on the website: Gerah Imports v The Duke Group (in liq) [2012] SASC 63.