Recent changes to ASIC’s RG 111 for Deed of Company Arrangements

ASIC has recently made some significant improvements to RG 111 – Contents of experts reports which apply when shares are being transferred under s444GA (i.e. the company is in administration and shares are being transferred as part of a deed of company arrangement). The changes reflect feedback received from independent experts and users of these reports through a consultation process.

Some key changes to ASIC’s RG 111 include:

  • requiring the expert to provide an opinion on the value of the shares only on a liquidation basis rather than on both a liquidation and going concern basis as was previously required
  • consideration of circumstances where no expert’s report is required (subject to ASIC consent) when a company “clearly holds assets of negligible value and/or has no business”
  • requiring the expert to consider the valuation evidence provided by the sales process and assuming “an orderly transaction with a typical marketing period”.

Late last year Leadenhall completed an Independent Expert’s Report (IER) for the PAS Group Limited (PAS) based on the newly revised RG 111. PAS is a leading Australian apparel business which includes the Designworks, Yarra Trail, Review, Black Pepper and JETS Swimwear brands.

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