Snakk Media Limited (in liquidation) – Announcement to NZX

SNAKK MEDIA LIMITED (IN LIQUIDATION)
NZX ANNOUNCEMENT

Following the placement of Snakk Media Limited in to Voluntary Administration on 7 February 2019,
a Watershed Meeting of the Creditors was convened and held on 14 March 2019 pursuant to the
legislative requirements of Part 15A of the Companies Act 1993.
The Administrators had advised creditors prior to that meeting that there was no realistic prospect of
formulating and implementing a Deed of Company Arrangement and with the alternatives being the
immediate liquidation of the company or the return of control to its director, the creditors elected to
place the company into liquidation.
Gareth Russel Hoole and Clive Robert Bish, the former Administrators became Liquidators with effect
from 2:30 pm on 14 March 2019 pursuant to section 239 ABY of the Act.
A first report of the Liquidators to members and creditors has been lodged with the Companies Office
and maybe searched at www.companies.govt.nz under Snakk Media Limited (in Liquidation).
Inquiries may be directed to businessrecovery@ecoviskga.co.nz
Gareth Hoole
Liquidator

20 March 2019.

---

SNAKK MEDIA LIMITED (IN LIQUIDATION)

LIQUIDATORS’ FIRST REPORT ON THE STATE OF AFFAIRS
TO ALL MEMBERS AND CREDITORS
Pursuant to Section 255(2)(c) of the Companies Act 1993


INTRODUCTION

Snakk Media Limited (In Liquidation) (''the Company'') was placed into liquidation on 14 March 2019
at 2:30 p.m. by a resolution passed at a watershed meeting of the creditors of the Company
pursuant to Section 241(2)(d) of the Companies Act 1993 (“the Act”). Gareth Russel Hoole and Clive
Robert Bish, Chartered Accountants and CAANZ Accredited Insolvency Practitioners were appointed
joint and several liquidators of the Company at that time (“the Liquidators”).

INDEPENDENCE

Neither of the Liquidators nor Ecovis KGA Ltd, its directors or employees has had any prior
continuous business relationships or dealings with the Company or its directors (in the two years
preceding the appointment of the Liquidators and the Liquidators are unaware of any issues which
could be construed to constitute a conflict of interest, actual or perceived.

This statement of independence is qualified to the extent that the Company was placed into
Voluntary Administration on 7 February 2019 by its director on the grounds that it was either
insolvent or about to become insolvent and the Liquidators were named as Administrators at that
time.

Pursuant to section 239 ABY of the Act, unless an alternative party is nominated at the watershed
meeting to act as liquidator, the Administrators will become the default liquidators.

Please refer to Appendix I: Declaration of Independence, Relevant Relationships and Indemnities.

RESTRICTIONS AND DISCLAMERS

This report is not intended for general circulation nor is it to be reproduced or used, in part or its
entirety, for any purpose without the Liquidators’ written permission in each specific instance. The
Liquidators, Ecovis KGA Limited, its directors, employees, professional advisers and agents do not
assume any responsibility or liability for any losses occasioned to any party for any reason including
as a result of the circulation, publication, reproduction or use of this report contrary to the
provisions of this paragraph.

In preparing this report and its appendices the Liquidators have relied upon information provided to
them. They have not verified or audited that information. Whilst all care and attention has been
taken in compiling this report, the Liquidators do not accept any liability whatsoever to any party as

a result of the circulation, publication, reproduction or use of this report contrary to the provisions
of this paragraph.

The Liquidators reserve the right (but will be under no obligation) to review this report and, if
considered necessary, to revise the report in light of any information existing at the date of this
report which becomes known to them after that date.

BACKGROUND AND STATEMENT OF POSITION

Directors and Shareholders

On the date of the appointment of the Liquidators the New Zealand Companies Office records
reflected the following:

Director: Peter Richard James

Shareholders: Extensive List – NZX listed Company with 15,711,440 shares in issue

History

The Company was incorporated as REC NO 1 Limited on 24 November 2010 and changed its name to
Snakk Media Limited on 18 July 2011.

The principal business of the Company was that of listed investment holding company, with a trading
subsidiary incorporated in Australia and a non-trading subsidiary in Singapore.

The business of the Company and its Australian subsidiary was to offer geographical and audience
based in-app advertising solutions, supported by mobile creative through its Managed-Service
stream.

This enabled the Company to provide its clients with analytic data based on consumer movement
and behaviour.

The Australian subsidiary Snakk Media Pty Ltd (in Liquidation) was the primary provider of such
services and it was placed into Voluntary Administration in late 2018 and was subsequently placed
into liquidation.

There being no effective business available to continue through the Company, the principal asset of
which is a significant advance to the Australian subsidiary the recoverability of which is highly
unlikely, the sole director took the decision to place the Company into Voluntary Administration.

Actions Taken to Date

The Liquidators have established that the Company has assets in the form of a significant receivable
from the Australian subsidiary that is now in liquidation and potentially other receivables from third
parties.

It also has a listing on the New Zealand Stock Exchange (NZX) via the NXT market. All trading has
been suspended and the Liquidators are now reviewing the prospect of selling that NZX listing. The
NZX holds a security bond which the Liquidators will be seeking to recover in the event that the
listing can be sold.

The Liquidators have held various discussions with the Australia-based director, former CEO and
liquidator. They have also met with a New Zealand-based former director. In so doing they have
ascertained the history of the Company and the events leading to its failure as well as to consider
options that may benefit the creditors.

As part of that process the Liquidators have made a preliminary review of the books and records of
the company, bank statements and other relevant documentation.

Statement of Position

Attached by way of Appendix 1 is the Statement of Position of the Company as at 14 March 2019, as
advised by the management of the Company and represented by the Xero accounting system. The
information contained in the attached statement of position was provided by the management of
the Company and, as yet, has not been investigated by the Liquidators. It is possible that
subsequent investigation could result in a revision of the information thus presented.

Securities and Charges

A search of the Personal Property Securities Register has revealed only one specific security interest,
in favour of the NZX. Two previously-registered General Security Agreements (“GSA”) that had been
registered against the Company by Westpac New Zealand Ltd had been released.

Apart from creditors designated as preferential in terms of the Seventh Schedule of the Companies
Act 1993 and the secured creditor referred to above, all other creditors of the Company will rank as
unsecured.

PROPOSALS FOR THE CONDUCT OF THE LIQUIDATION

Investigations into the existence and whereabouts of any assets not identified at the date of this
report will be undertaken.

The Liquidators will consider any possibilities whereby the business may be sold as a going concern
but are not optimistic of achieving this as there are no tangible assets and the intellectual property
underlying the business model is not readily identified, or belongs to a third party.

The Company has a number of debtor balances which require collection. The Liquidators will pursue
outstanding debtors using all available legal remedies.

The Liquidators will review disbursements made by the Company in the Specified Period, beginning
on 14 March 2017 through to their appointment, for purposes of determining whether any such
transactions can be considered voidable within the ambit of Section 292 of the Companies Act 1993.

From the records made available to the Liquidators, at the time of appointment the Company was
prima facie solvent, but the significant likelihood of non-collection of the related party advance
would render it insolvent. At this time, they have not been able to determine how long the
Company traded under insolvent circumstances, if at all.

However, they will conduct the appropriate investigations in this regard into the directors’ conduct
and report their findings to the Registrar of Companies as considered necessary. The Liquidators will
pursue appropriate action against the directors to the extent considered economically beneficial; if
evidence exists to support such action.

CREDITORS’ MEETING

The Liquidators have decided pursuant to Section 245 of the Companies Act 1993 to dispense with a
meeting of creditors. The decision has been made having regard to the assets and liabilities of the
Company, the likely outcome of the liquidation and the fact that there have been two similar
meetings convened during the course of the Administration.

However, the Liquidators do not wish to preclude creditors or members from expressing any views
which they may have and accordingly invite correspondence from any interested parties which may
assist constructively with their administering the liquidation process.

Pursuant to Section 314(1) of the Companies Act 1993, any creditor or shareholder of the Company
may require the Liquidators to call a meeting of creditors or shareholders by giving written notice to
the Liquidators, within 10 days of receipt of this circular.

CREDITORS CLAIM FORM

A creditor’s claim form is enclosed for your convenience. The Liquidators request that this be
completed and returned to their office together with supporting documentation to register your
claim in this liquidation by 14 April 2019.

If you believe that you hold security for your claim please advise the Liquidators, in writing, providing
supporting documentation and all other details of the nature of the security that you believe you
hold.

Please return your claim form by mail to the address below or preferably by email to
businessrecovery@ecoviskga.co.nz

If you have already lodged a proof of debt in the Administration and your claim has not changed,
there is no need to lodge a fresh proof of debt. Your previously submitted claim and proof of debt
will suffice.

ESTIMATED DATE OF COMPLETION OF LIQUIDATION

Subject to any unforeseen matters arising from the investigation of the Company's affairs and the
timeframe associated with the realisation of assets the Liquidators tentatively estimate that this
liquidation will be completed within the next six months.

Please note that all subsequent reports prepared by the Liquidators will be emailed to the creditors
and members of the Company. If you wish to receive these reports, please ensure that your email
address is included on your claim form. Alternatively, all reports will be available on the New Zealand
Companies Office website.

Should you have any queries regarding the liquidation of the Company, please do not hesitate to
contact the Liquidators on telephone 09 921 4630 during normal business hours or by email
businessrecovery@ecoviskga.co.nz

Dated this 20
th
day of March 2019


Gareth Hoole
LIQUIDATOR

Address of the Liquidators :

Ecovis KGA Limited Ecovis KGA Limited
P O Box 37223 Level 2 Bupa House
Parnell 1151 5-7 Kingdon Street
AUCKLAND Newmarket
AUCKLAND

APPENDIX I

SNAKK MEDIA LIMITED (IN LIQUIDATION)
DECLARATION OF INDEPENDENCE, RELEVANT RELATIONSHIPS AND INDEMNITIES

This declaration is made by Gareth Russel Hoole, Clive Robert Bish and their fellow directors of
Ecovis KGA Limited.

A. Declaration of Independence

We, Gareth Russel Hoole and Clive Robert Bish directors of Ecovis KGA Limited, Chartered
Accountants and RITANZ Accredited Insolvency Practitioners have undertaken a proper
assessment of the risks to our independence prior to accepting the appointment as Joint and
Several Liquidators of the Company in accordance with statute, the RITANZ Code of Conduct and
applicable professional standards.

This assessment identified no real or potential risks that will compromise our independence. We
have evaluated the significance of any real, potential or perceived risk and have taken actions
deemed necessary and appropriate to preserve our independence.

We are accordingly not aware of any impediments to our accepting appointment as Liquidators
of the Company.

B. Declaration of Relationships

i. Circumstances of Appointment

The appointment was referred by the firm of solicitors who were advising the director
and who had acted for the company in the past.

Prior to appointment as Liquidators, the process as laid out in the relevant statute
regarding Voluntary Administration was followed.

Prior to taking appointment as Administrators, the conflict of interest position was
reviewed and we were satisfied we had no conflicts of interest. In our opinion this prior
involvement with the Company does not result in a conflict of interest or impediment to
our appointment.

In any event, the legislation provides that an Administrator becomes the default
Liquidator at a watershed meeting unless an alternative party is nominated. No such
nomination was made.

ii. Relevant Relationships

Neither of the Liquidators nor our firm have had, within the preceding 2 years, any
relationships with the Company, its shareholders or directors.

iii. Prior Professional Services to the Company

Neither of the Liquidators nor their firm has provided any professional services to the
Company in the preceding 2 years, other than as Administrators.

iv. Disclosure of Other Relevant Relationships

There are no known relevant relationships including business and professional
relationships arising over the past 2 years with the Company, a known associate of the
Company (excluding relatives, except where the relative has business with the Company)
or a person or entity that has a charge over the whole or substantially the whole of the
Company’s property that should be disclosed.

C. Indemnities and Upfront Payments

We have been granted no indemnity for our fees for this engagement, nor any up-front
payments that should be disclosed.

APPENDIX II

SNAKK MEDIA LIMITED (IN LIQUIDATON)
STATEMENT OF POSITION AS AT 14 MARCH 2019



Book
Assets Value

Bank 1,839


Receivables and prepayments 44,679
1

Intellectual Property Rights Unquantifiable
2

Advance to subsidiary 4,355,039
3

Investment in subsidiary 30,920
3

TOTAL ASSETS 4,432,477

Liabilities

Secured Creditors 2,250
Preferential Creditors 0
Unsecured Creditors 272,160


TOTAL LIABILITIES 274,410
EXCESS OF ASSETS OVER LIABILITIES 4,158,067


Disclaimer of Liability
We have compiled the Statement of Affairs as at the date of Liquidation.
A compilation is limited to the collection, classification and summarisation of the books and records of the
company together with information supplied by the Directors. A compilation does not involve the verification
of that information. We have not carried out an audit or review assignment of the information supplied and
therefore we do not accept any responsibility for the accuracy of the information from which the Statement of
Affairs has been prepared. Further, the Statement of affairs has been prepared for the purpose of the
liquidation only, and we do not accept any responsibility on any ground whatsoever, including liability in
negligence, to any other person.

Notes:

1. The liquidators will pursue all debtors to the fullest extent provided by the law. This figure includes the
NZX bond.
2. The liquidators are not able to disclose a value for intellectual property at this stage as disclosure may
prejudice the quantum of possible realisations.
3. The subsidiary companies are in Australia (in liquidation) and Singapore (non-trading). The receivable
from the Australian company and the investment in the two subsidiaries are disclosed here at their book

value. But we suspect hat they are of no realisable value, in reality. We will continue to pursue them as
far as we are able.

APPENDIX III

SNAKK MEDIA LIMITED (IN LIQUIDATION)
CREDITORS LISTING AS AT [date of appointment]


Staples Rodway CA
creditmanagement@staplesrodway.com

Eureka Conferencing
accounts@teleconference.com.au


NZX Limited
accountsreceivable@nzx.com

Xero Accounting
billing@support.xero.com


Computershare
computershare-
ar@computershare.com.au


Peter James


Brent King

Miro Capital Advisory Ltd
info@mirocapital.co.nz


Money Online Ltd
info@moneyonline.co.nz

Korda Mentha

Joel Williams

UNSECURED CREDITOR’S CLAIM: Section 304(1) Companies Act 1993

NAME AND POSTAL ADDRESS OF CREDITOR IN FULL




Telephone Number: ( )
Email:
My Reference is:
(if applicable)
* Any personal information collected is for the purpose of administering the liquidation in
accordance with the Companies Act 1993.
This information will be used and retained by the Liquidators and will be released to other
parties only with your authorisation or in compliance with the Privacy Act 1993.
Under Section 304(1) of the Companies Act 1993 any claim by an unsecured creditor against
a company in liquidation must be in this prescribed form and must
(a) Contain full particulars of the claim; and
(b) Identify any documents that evidence or substantiate the claim.
You may have access to and request correction of any personal information.
(*Not applicable, if creditor is not an individual within the meaning of the Privacy Act 1993.)
NAME OF COMPANY IN LIQUIDATION:
_______________________________________________________________________________________________________________ (In Liquidation)
I ___________________________________________________________________________________________________________________________
(if claim is made on behalf of creditor, specify relationship to creditor and authority)
claim that the company was at the date it was put into liquidation indebted to the abovenamed creditor for the sum of (Amount in words and figures):
____________________________________________________________________________________________________________________________

$
Either: I hold no security for the amount claimed; or
I am surrendering my security and I am claiming as an unsecured creditor
(Omit whichever does not apply)
Full particulars of the claim are set out, and any supporting documents that substantiate the claim, are identified on the reverse of this form.
(The liquidator may require the production of a document under Section 304(2) of the Companies Act 1993. You are not required to attach any supporting documents at
this stage, but you may attach them now, if you think it would expedite the processing of the claim).
SIGNED: Date: / /
WARNING - It is an offence under Section 304(6) of the Companies Act to –
Make or authorise the making of, a claim that is false or misleading in a material particular knowing it to be false or misleading; or
Omit, or authorise the omission from a claim of any matter knowing that the omission makes the claim false or misleading in a material
particular.
Received
(Date Stamp)
RESERVED FOR OFFICE USE:
Claim admitted/rejected for Signed: Date: / /
voting purposes:
(Delete one)
CLAIM REJECTED FOR Signed: Date: / /
PAYMENT:
or
CLAIM ADMITTED FOR PAYMENT:
Preferential Claim for: Ordinary Claim for: Deferred Claim for:
$ $ $
Signed
Liquidator:


Dated: