14.7 APPENDICES

 

 

 

SUMMARY OF ABBREVIATIONS

 

 

CGM Chief General Manager

CGMAB Chief General Manager Australian Banking

CGMFS Chief General Manager Financial Services

CGMGMS Chief General Manager Group Management Services

CGMGRM Chief General Manager Group Risk Management

CGMIB Chief General Manager International Banking

CMCB Chief Manager Corporate Banking

CMIB Chief Manager International Banking

CMPBL Chief Manager Personal and Business Lending

CMPLWCIR Chief Manager and Project Leader, Wholesale Credit Inspection Review

DB Director Banking

GMCB General Manager Corporate Banking

GMNCA General Manager National Corporate Accounts

GMPBB General Manager Personal Business Banking

GMSACCB General Manager South Australia Corporate & Commercial Banking

GMTIB General Manager Treasury and International Banking

MCB Manager Corporate Banking

MPF Manager Property Finance

SM State Manager

SMPPF Senior Manager Property Projects and Financing

 

REMM GROUP COMPANIES

APPENDIX A

 

INVOLVED IN MYER CENTRE - TOP OF THE MALL

ADELAIDE DEVELOPMENT

 

COMPANY PURPOSE

REMM Project Development Manager

Myadel Pty Ltd Owns the Project development site (formerly Remmadell Pty Ltd)

Pazadore Pty Ltd Trustee for Myer Centre Unit Trust

Beachmont Pty Ltd Borrowing vehicle

Pazadore Finance Pty Ltd Borrowing vehicle

Centrepoint Pty Ltd Owned property to which the original Myer store was temporarily relocated during the Myer Centre development

Myer Centre Unit Trust Has leased development site from Remmadell

REMM Construction (Australia) Pty Ltd Building contractor

REMM Construction (SA) Pty Ltd Has been assigned REMM Construction (Australia) Pty Ltd's rights as building contractor

REMM Property (SA) Pty Ltd Sole and exclusive leasing agent for Myer Centre

Altrans Pty Ltd Car park lessee

Algour Pty Ltd Food area head lessee

Altav Pty Ltd Tavern lessee

Altheme Pty Ltd Theme floor head lessee

Altake Pty Ltd Fast food head lessee

 

 

APPENDIX B

 

Myer Centre - Top of the Mall : Adelaide Development Structure

Myer Centre - Top of the Mall : Adelaide Development Structure

 

Appendix C

Chronology of Lending Credit Committee
and Bank Board Papers May 1988 - March 1991

Date

Committee

Prepared/ Recommended By

Supported

By

Applicant

Recommendation

Recommendation

Approved?

Developments

17.05.88

#361

LCC comprising of:

K S Matthews, CGM

G S Ottaway, GMGS

J B Macky, GMGIS

D C Masters, GMCB

V R Pfeiffer, CMRL

R L Wright, CMIB

M C Shipp, MCB 11.05.88 P F Mullins, CMCB Remmadell Participation in $80.0M construction support facility via issue of $40.0M Letter of Credit subject to attempt to sell down $20.0M within three months LCC recommends proposal to Bank Board Sub Committee for approval subject to attempting to sell down $20.0M of risk within three months. Remm to provide $20.0M cash to be utilised first in the event of overruns. Bank funds to be called upon as last resort ($40.0M ANZ/$40.0M the Bank). At this point, the Bank had following exposure:

O/S Liab. Total Committed

$ $

142.0M 42.0M

27.7M 8.0M

3-- 40.0M

  • 1 Bank - Centrepoint Pty Ltd (Myer relocation)

    2 BFC - REMM Group Ltd

    3 Bank - this application.

  • 17.05.88 Bank Board Sub Committee

    R P Searcy

    K S Matthews

    D W Simmons

    K S Matthews

    Chairman, LCC

    13.05.88

      Remmadell As per 17.05.88. Approval to be subject to Lending Credit Committee granting approval on 17.05.88. Not sighted but proposal to Bank Board of 26.05.88 states that Bank Board Sub-Committee approved the proposal on 17.05.88.  
    26.05.88

    #88/151

    Bank Board comprising of:

    L Barrett

    D W Simmons

    R D E Bakewell

    M V Byrne

    R E Hartley

    W F Nankivell

    R P Searcy

    D C Masters, GMCB

    18.05.88

      Remmadell As per 17.05.88 Yes  
    27.07.88

    #389

    LCC comprising of:

    K S Matthews, CGM

    D C Masters, GMCB

    T L Mallett, GMTIB

    R L Wright, CMIB

    P F Mullins, CMCB

    27.07.88

    J V Henderson SM Victoria and Tasmania Pazadore Pty Ltd (trustee for Myer Centre Unit Trust)

    ("Pazadore")

    To approve (1) Bridging Facility of $120.0M plus a commitment as Lead Agent to underwrite an additional $330.0M of syndicated project financing subject to the Underwriting Commitment being "risk underpinned" (sub-underwritten) up to $200.0M by State Government Insurance Commission ("SGIC"), (2) a one third participation in a $125.0M Put Option, and (3) final participation of $120.0M on completion of the syndication, together with a Letter of Credit Standby funding line of $40.0M Yes Proposal includes 14 pages of discussion of the project and annexures giving some details of REMM history and project viability.
    28.07.88

    #88/238

    Bank Board comprising of:

    L Barrett

    R D E Bakewell

    W F Nankivell

    T M Clark

    Mrs M V Byrne

    R E Hartley

    R P Searcy

    A G Summers

    P F Mullins, CMCB J V Henderson, State Manager Victoria and Tasmania

    D C Masters, GMCB

    Pazadore As per 27.07.88 Yes As per 27.07.88
    23.08.88

    #396

    LCC comprising of

    K S Matthews, CGM

    D C Masters, GMCB

    V R Pfeiffer, CMPBL

    R L Wright, CMIB

    D C Masters, GMCB

    22.08.88

      Pazadore Progress report. All advance procedures completed. Advancement of funds to proceed. Yes SGIC committed in letter to underpin $200.0M of risk. The Bank's $40.0M Letter of Credit to increase to $50.0M to provide for government and statutory charges. The extra $10M to be provided by SAFA. Verbal agreement reached for Myer to fulfil their obligations under the Heads of Agreement signed with REMM to temporarily vacate the premises.
    22.11.88

    #418

    LCC comprising of

    G S Ottaway, GMGS

    D C Masters, GMCB

    J B Macky, GMCB

    R L Wright, CMIB

    P F Mullins, CMCB

    22.11.88

      Pazadore Extend Bridging Facility term by three months to 28.02.89 and increase facility by $30.0M to $150.0M Yes South Australian Financing Authority ("SAFA") agreed to accept a silent risk participation of $10.0M in an increased Letter of Credit of $50.0M provided by the Bank. An independent advisory team put together to oversee project and authorise progress payments for the Bank.
    24.11.88

    #88/464

    Bank Board comprising of:

    L Barrett

    D W Simmons

    R D E Bakewell

    Mrs M V Byrne

    R E Hartley

    R P Searcy

    A G Summers

    T M Clark

    P F Mullins, CMCB

    22.11.88

      Pazadore As per 22.11.88 Yes As per 22.11.88
    22.12.88

    #88/533

    Bank Board comprising of:

    L Barrett

    D W Simmons

    R D E Bakewell

    R E Hartley

    W F Nankivell

    R P Searcy

    A G Summers

    T M Clark

    P F Mullins, CMCB

    16.12.88

      Pazadore Progress Report N/A Colliers International Property Consultants valued residual land at $152.0M. All tenants have vacated site. Industrial relations stable. Information to be sent to banks interested in participating in syndicates.
    26.01.89 Bank Board

    comprising of:

    L Barratt

    D W Simmons

    R D E Bakewell

    W F Nankivell

    R P Searcy

    T M Clark

              Directors considered the level of commitment by the Bank.

    Chief Manager, Corporate Banking to prepare a monthly paper for information of Directors.

    22.02.89

    #13/89

    LCC comprising of

    K S Matthews, CGM

    D C Masters, GMCB

    P F Mullins, CMCB

    P F Mullins, CMCB

    22.02.89

      Pazadore Extend Bridging Facility by two months to 30/4/89 and transfer $20.0M in approved limits from the Project Underwriting Facility to the Bridging Facility taking it to $170.0M Proposal recommended to the Bank Board for approval.  
    23.02.89

    #89/45

    Bank Board comprising of:

    L Barrett

    D W Simmons

    R D E Bakewell

    Mrs M V Byrne

    W F Nankivell

    R P Searcy

    A G Summers

    T M Clark

    P F Mullins, CMCB

    22.02.89

      Pazadore As per 22.02.89. Yes To provide for regular progress payments as the Project continues during the syndication process.
    23.03.89

    #89/82

    Bank Board comprising of:

    L Barrett

    D W Simmons

    R D E Bakewell

    Mrs M V Byrne

    R E Hartley

    W F Nankivell

    R P Searcy

    A G Summers

    T M Clark

    P F Mullins, CMCB

    22.03.89

      Pazadore Update report for noting. Noted Some industrial relations problems. On-site work is six weeks behind schedule.

    Expressions of interest for $285.0M had been received from eight banks (including two major banks).

    27.04.89

    #89/142

    Bank Board comprising of:

    L Barrett

    D W Simmons

    Mrs M V Byrne

    W F Nankivell

    R P Searcy

    T M Clark

    P F Mullins, CMCB

    26.04.89

      Pazadore Extend Bridging Facility term by three months to allow project to proceed until syndicated financing was in place. Yes Problems with Glen McMahon Ltd (demolition contractor) put the Project behind schedule. Numerous negotiations have taken place between REMM, the Bank, the South Australian Premier, Minister for Labour, and leaders of building unions involved. McMahon to finish demolition. by 30.06.89 - six weeks later than planned. Also all unions have agreed to a nighshift and should result in time savings. September 1990 deadline still considered to have a buffer of nearly six months. A $4.7M payment was made to McMahon in settlement. Loan documentation for syndication is being drafted by solicitors - Mallesons (Sydney). David Chandler (Australian Pacific Projects) commissioned to do an independent review for cost overruns and areas of risk.
    25.05.89

    #87/187

    Bank Board comprising of:

    L Barrett

    D W Simmons

    R D E Bakewell

    R E Hartley

    W F Nankivell

    R P Searcy

    A G Summers

    T M Clark

    P F Mullins, CMCB

    18.05.89

      Pazadore Update for Noting Noted Current outstandings are $156.5M out of $170.0M committed. Project moving along according to plan with McMahon. If nightshift option is not feasible because unions won't agree to it, REMM estimate of final completion date moves out to February 1991. Nightshift would cause cost overruns of $14.0M. Syndication held off until a full review of project costs completed by D Chandler. One lease signed. Centrepoint site sale negotiations continue.
    19.06.89

    #42/89

    LCC comprising of

    K S Matthews, CGM

    D C Masters, GMCB

    S G Paddison, GMPBB

    P F Mullins, CMCB

    A B Turnbull, Manager Asset Sales and Syndications

    16.06.89

    P F Mullins, CMCB Pazadore Transfer of $20.0M in approved limits from Project Underwriting Facility to Bridging Facility bringing Bridging facility to $190.0M Yes Demolition expected to be completed by 23.06.89. D Chandler interim report requires REMM to answer certain questions. Meanwhile, funds are needed to cover core project costs and prevent unstabling of labour relations. The $20.0M was to cover payments to subcontractors, trade creditors, wages and capitalise interest through 31.07.89. It is not to include direct costs of REMM.

    October 1990 completion date set by REMM. Pazadore paid fee to SGIC terminating SGIC's Put Option arrangement since total project cost now estimated at $490.0M to $510.0M. Contract documentation needs adjustment to provide Bank increased role in project management. REMM may have weak management and are unable to fund cost overruns.

    22.06.89

    #89/200

    Bank Board comprising of:

    L Barrett

    D W Simmons

    R D E Bakewell

    Mrs M V Byrne

    R E Hartley

    W F Nankivell

    R P Searcy

    A G Summers

    T M Clark

    P F Mullins, CMCB

    16.06.89

      Pazadore As per 19.06.89 Yes As per 19.06.89
    27.07.89

    #89/243

    Bank Board comprising of:

    D W Simmons

    R D E Bakewell

    Mrs M V Byrne

    W F Nankivell

    R P Searcy

    A G Summers

    T M Clark

    D C Masters, GMCB

    21.07.89

      Pazadore (1) Note the updated position since last report, and (2) transfer $60.0M in limits from Project Underwriting Facility to Bridging Facility bringing Bridging Facility to $250.0M and extend term to 31.10.89. Yes Demolition completed 24.06.89. Site shutdown for two weeks to ensure orderly switch of contractors. Excavation commenced 10.07.89. REMM responded to consultant and Bank issues. Legal department indicates Bank may have obligation to fund up to $500.0M to REMM. Other legal obligations include making available to Pazadore sufficient funds to complete the project. Compensation and Fitout Agreements negotiated with Myer. March 1991 considered the new completion date.

    Proposal advises that revised cost estimates will now necessitate total repackage of financing structure. Six primary risks to Project identified. Internal Project Management team and LCC Sub-Committee formed to manage the Project.

    21.08.89

    #61A/89

    LCC comprising of

    K S Matthews, CGMGRM

    S G Paddison, CGMAB

    D C Masters, GMCB

    P F Mullins, CMCB

    P F Mullins

    21.08.89

    P F Mullins, CMCB Pazadore Note current status of Project and revise funding structure to total of $580.0M in facilities of which $220.0M is to be provided by the Bank. Recommended to Bank Board for approval. Details Bank exposure, REMM concessions to Bank. Some concern by National Australia Bank and Adelaide Club re: excavation. Internal Project Review Committee of Bank meeting weekly. Revised funding structure to include Bank having a profit share on a sliding scale dependent on REMM's performance. SGIC to be released from Put Option commitment. Float no longer allowed to REMM on subcontractor payments.
    24.08.89

    #89/283

    Bank Board comprising of:

    D W Simmons

    R D E Bakewell

    Mrs M V Byrne

    R E Hartley

    W F Nankivell

    R P Searcy

    T M Clark

    P F Mullins, CMCB

    21.08.89

      Pazadore As per 21.08.89 Yes As per 21.08.89.
    21.09.89

    #71/89

    LCC comprising of:

    K S Matthews, CGMGRM

    S G Paddison, CGMAB

    D C Masters, GMCB

    R L Wright, CMIB

    A B Turnbull, MCB

    M R Kluge, MPF

    21.09.89

    P F Mullins, CMCB Pazadore Recommend to Bank Board to approve:

    (1) Facilities totalling $293.1M, reducing to $250.0M on 23.10.89 and then to $220.0M after syndication, (2) Contingent Limit of $20.0M to accommodate interest rate risk management.

    Yes Two funding alternatives introduced in August are finalised into one. REMM to be provided with sufficient funds and additional two and a half years to complete development and sell, refinance or obtain additional equity. If not achieved by 31.03.92, Bank has right to exercise Call Option giving Bank total ownership.

    New package comprised of first ranking syndicated facility of $360.0M with no Bank participation and second ranking facility of $220.0M provided by the Bank.

    Security detailed by facility. Bank improves their position and control over the Project.

    Syndication information to be sent to select potential participants on 28.09.89. Formal presentation to be held on 05.10.89.

    Two leases for specialty shops now signed. National Australia Bank

    approves excavation. Adelaide Club approval in process.

    28.09.89

    #89/297

    Bank Board comprising of:

    D W Simmons

    R D E Bakewell

    Mrs M V Byrne

    W F Nankivell

    R P Searcy

    A G Summers

    T M Clark

    P F Mullins, CMCB

    21.09.89

      Pazadore As per 21.09.89. Yes As per 21.09.89.
    23.10.89

    #79A/89

    LCC comprising of

    K S Matthews, CGMGRM

    T L Mallett, CGMIB

    D C Masters, GMCB

    P F Mullins, CMCB

    20.10.89

      Pazadore Update for Noting. Drawings under current Bridging Facility to 19.10.89 totalled $210.0M with an approved limit of $250.0M. Noted Terms and conditions for funding structure sent to 22 potential participants on 02.10.89. Minimum participation level set at $25.0M. Favourable interest expressed up to $600.0M. Firm commitment deadline 09.11.89. October 1990 completion date set by REMM. Pazadore paid fee to SGIC and the Bank terminating Put Option commitment. Centrepoint facility to be repaid as property now sold to SGIC.
    26.10.89

    #89/336

    Bank Board comprising of:

    D W Simmons

    R D E Bakewell

    R E Hartley

    W F Nankivell

    R P Searcy

    A G Summers

    T M Clark

    P F Mullins, CMCB

    20.10.89

      Pazadore As per 23.10.89 Noted As per 23.10.89
    17.11.89

    #86A/89

    LCC comprising of

    K S Matthews, CGMGRM

    S G Paddison, CGMAB

    D C Masters, GMCB

    P F Mullins, CMCB

    A B Turnbull, MCB

    (undated)

    P F Mullins, CMCB Pazadore (1) Increase Bridging Facility Limit from $250.0M to $270.0M, (2) Extend term of Bridging Facility to 22.12.89. Yes Received repayment of funds advanced to Centrepoint to reduce facility to $250.0M. Current increase requested to provide additional funds if needed during syndication. Syndication commitment deadline extended three weeks. The Bank profit share starts at 50/50. On-site work progressing well. Leasing campaign to begin in earnest in 1990.
    23.11.89

    #89/365

    Bank Board comprising of:

    D W Simmons

    R D E Bakewell

    R E Hartley

    W F Nankivell

    R P Searcy

    A G Summers

    T M Clark

    P F Mullins (undated) P F Mullins, CMCB Pazadore As per 17.11.89 Yes As per 17.11.89. Also notes Bank has improved its position and control over Project.
    15.12.89

    #95A/89

    LCC comprising of

    K S Matthews, CGMGRM

    S G Paddison, CGMAB

    T L Mallett, CGMIB

    P F Mullins, CMCB

    A B Turnbull, Manager Asset Sales and Syndications

    14.12.89

    P F Mullins, CMCB Pazadore (1) Increase in Bridging Facility from $270.0M to $290.0M, (2) Extend term of Bridging Facility from 22.12.89 to 30.01.89. Yes Syndication process slower than anticipated and requiring extension, although $133.0M firm commitments received to date. Bank received additional security of Kingsmead residential project (first mortgage) in Adelaide and on the Cat & Fiddle and Plaza arcades (second mortgage) in Hobart. Colliers confirms valuation of Myer Centre as not less than $557.0M on completion. Bank in process of obtaining rights as a joint venture partner over Project considering Bank's profit sharing role in transaction.

    REMM not fully satisfied with Allco Newsteel Pty Ltd ("Allco") (major subcontractor) performance. Myer to receive Compensation Agreement payment of $8.3M for first year. Settlement reached with Adelaide Club. REMM hires Peter Kernaghan (Consultant) to lead an equity raising program for $300.0M.

    21.12.89

    #89/400

    Bank Board comprising of:

    D W Simmons

    R D E Bakewell

    Mrs M V Byrne

    R E Hartley

    W F Nankivell

    R P Searcy

    T M Clark

    P F Mullins, CMCB

    15.12.89

      Pazadore As per 15.12.89 Yes As per 15.12.89
    18.01.90

    #3A/90

    LCC comprising of

    K S Matthews, CGMGRM

    T L Mallett, CGMIB

    D C Masters, GMCB

    P F Mullins, CMCB

    A B Turnbull, Manager Asset Sales and Syndications

    16.01.90

    P F Mullins, CMCB Pazadore (1) Increase in Bridging Facility from $290.0M to $300.0M, (2) Extend term of Bridging Facility to 28.02.90, (3) Increase in Bank's approved level of post-syndication direct exposure from $220.0M to $290.0M via provision of $70.0M in the $360.0M first rank syndicate. Recommended to Bank Board of Directors for approval. At 16.01.90, commitments by syndicate totalled $290.0M while Bank seeks $360.0M; thus, proposed that the Bank provide the other $70.0M. In the interim, it is proposed that the Bank extend the Bridging Facility and term to keep the Project going. Details the Bank's involvement in the First Ranking Syndicate and the overall exposure. Syndication documentation almost complete - settlement scheduled for 15.02.90..
    25.01.90

    #90/12

    Bank Board comprising of:

    D W Simmons

    R D E Bakewell

    Mrs M V Byrne

    W F Nankivell

    R P Seracy

    T M Clark

    P F Mullins, CMCB

    18.01.90

      Pazadore As per 18.01.90 Yes As per 18.01.90.
    22.02.90

    #90/45

    Bank Board comprising of:

    D W Simmons

    R D E Bakewell

    Mrs M V Byrne

    R E Hartley

    W F Nankivell

    R P Searcy

    A G Summers

    T M Clark

    P F Mullins, CMCB

    09.02.90

      Pazadore Update for noting Noted Current outstandings on Bridging Facility total $278.0M. On 01.02.90, syndication documents given to participants and meeting held on 05.02.90. Participants to respond by 14.02.90. Execution of documents to take place in Adelaide on 26.02.90 and 27.02.90. Project completion date set for 09.90. Leasing progress is slow but meetings are in progress with numerous prospective tenants.
    22.03.90

    #90/70

    Bank Board comprising of:

    D W Simmons

    R D E Bakewell

    Mrs M V Byrne

    R E Hartley

    W F Nankivell

    R P Searcy

    T M Clark

    P F Mullins, CMCB

    14.03.90

      Pazadore Update for noting. Noted Final meeting with syndicate to take place on 15.03.90. Documentation to be signed on 19 & 20.03.90. As a result, Bridging Facility extended to 28.03.90. First drawdown under syndicated facility scheduled for 28.03.90 at which time Bank overall exposure reduced to $180.0M. Some labour problems on-site. Leasing campaign gaining momentum.
    19.04.90

    #29/90

    LCC comprising of:

    J B Macky, CGMGMS

    V R Pfeiffer, CMPBL

    R L Wright, CMIB

    P F Mullins, CBCB

    A B Turnbull, Manager Asset Sales and Syndications

    18.04.90

    J V Henderson, SMPPF Pazadore Increase Bridging Facility from $300.0M to $335.0M and extend term to 31.05.90. Yes Loan and security documentation for the syndication was completed on 20.03.90. First drawdown on syndication facility delayed pending resolution of dispute between REMM and Allco Newsteel Pty Ltd which caused on-site work to halt. This dispute forced REMM to renegotiate the terms of each of Allco's subcontracts. Bridging Facility outstandings total approximately $309.0M although approved limit is only $300.0M. Extension requested to allow for further delays, although work is expected to recommence on 24.04.90. Syndicate drawdown cannot occur until costing and programming details are presented. The Group Managing Director and the Chief General Manager, Australian Banking are being updated on an ongoing basis. Leasing interest remains strong.
    26.04.90

    #90/97

    Bank Board comprising of:

    D W Simmons

    R D E Bakewell

    Mrs M V Byrne

    R E Hartley

    W F Nankivell

    R P Searcy

    A G Summers

    T M Clark

    J V Henderson, SMPPF

    19.04.90

    P F Mullins, CMCB

      Pazadore As per 19.04.90 Yes As per 19.04.90.
    24.05.90

    #90/141

    Bank Board comprising of:

    D W Simmons

    R D E Bakewell

    Mrs M V Byrne

    W F Nankivell

    R P Searcy

    A G Summers

    T M Clark

    P F Mullins, CMCB

    17.05.90

      Pazadore Update for noting Noted S A Supreme Court granted a Mareva injunction against Allco preventing it from disposing of assets or otherwise reducing net worth of the Group. Full resumption of work to commence on 22.05.90. Drawdown on syndicated facility not expected until June 1990.
    28.06.90

    #90/176

    Bank Board comprising of:

    D W Simmons

    R D E Bakewell

    R E Hartley

    W F Nankivell

    R P Searcy

    A G Summers

    J V Henderson, SMPPF

    20.06.90

    D C Masters, GMCB Pazadore Update for noting Noted Repayment of Bridging Facility and first syndicate drawdown occurred on 18.06.90. Total Bank advances and limits are $201.1M and $290.0M, respectively. High Court dismissed Allco's second appeal against the injunction granted previously. Allco in arbitration procedures under the sub-contract in order to pursue claims for damages against REMM. REMM has control of all materials and has work continuing day and night. REMM paid Allco sub-contractors amounts owed to them by Allco in order to obtain their co-operation. REMM will be paid back as soon as Allco pays those contractors. Leasing interest remains high, however retailers expect subsidy from developer in light of current economic conditions.
    26.07.90

    #90/214

    Bank Board comprising of:

    D W Simmons

    R D E Bakewell

    Mrs M V Byrne

    R E Hartley

    A R G Prowse

    R P Searcy

    A G Summers

    T M Clark

    J V Henderson, SMPPF

    19.06.90

    P F Mullins, CMCB

      Pazadore Update for noting Noted Second syndicate drawdown completed. Total Bank drawings $204.5M. Deutsche Bank Australia considered taking $30.0M of the Bank's $70.0M syndicate position. REMM and Allco continue to pursue various matters in the courts of South Australia and Victoria. On-site progress is continuing and a completion date of November/December 1990 is expected. Only 17 leases signed to date, but 50 are in negotiation phase.
    23.08.90

    #90/256

    Bank Board comprising of:

    D W Simmons

    R D E Bakewell

    Mrs M V Byrne

    R E Hartley

    A R G Prowse

    R P Searcy

    A G Summers

    T M Clark

    P F Mullins, CMCB 15.08.90   Pazadore Update for noting Noted Total Bank drawings of $214.7M. Facility C is overdrawn by $0.6M temporarily to allow payment to Allco sub-contractors, which is expected to be paid back by December 1990. Total draws, however, remain within overall approved limits. Deutsche Bank Australia retracted their $30.0M proposed commitment because of the current economy. REMM Group financial position continue to be monitored by Corporate Banking. Same concern over potential cash flow problems resulting from other projects in Queensland. On-site work slow due to inclement weather. Allco legal problems continue.
    27.09.90

    #90/298

    Bank Board comprising of:

    D W Simmons

    Mrs M V Byrne

    R E Hartley

    W F Nankivell

    A R G Prowse

    R P Searcy

    A G Summers

    T M Clark

    J V Henderson, SMPPF

    20.09.90

    P F Mullins, CMCB

      Pazadore Update for noting. Noted Total Bank drawings of $217.7M with Facility C still overdrawn by $0.6M. REMM taking steps to improve their cash flow position and some properties to be sold including the Cat & Fiddle. On-site work experiencing some delays due to inclement weather and need to rectify inferior workmanship on steel columns. Allco dispute moves out of arbitration and into court. Litigation with unions in process. A total of 57 leases have been signed out of 170. Funding proposal for approximately $25.0M being finalised to provide for fit- out costs agreed to under head leases signed by REMM.
    22.10.90

    #88A/90

    LCC comprising of:

    S G Paddison, CGMAB

    J B Macky, CGMGMS

    J T Hazel, CGMFS

    P F Mullins, CMCB

    J V Henderson, SMPPF

    18.10.90

    P F Mullins, CMCB Pazadore Increase facilities from $290.0M to $335.0M Recommended to Bank Board for approval. Opening of centre deferred to 25.02.91 as REMM was not prepared to indemnify Myer against stock costs incurred should the centre not open before the Christmas season. Total Bank funding is $246.4M out of an approved limit of $290.0M. Increase to $335.0M to allow Bank to fully fund November 1990 drawdown and to enable REMM to order equipment and commence fitout of common areas required to be completed before opening of the centre. To maintain good relations with syndicate, Bank funded the October drawdown ($21.5M) in total. Syndicate will recommence funding once cost overruns are verified and estimates revised. Forecast that an increase of $55.0M in the Bank facility will be required to meet continued funding costs, delayed rental receipts and accrued interest to 31.03.92 (one year after opening).

    David Chandler engaged to verify cost overrun estimates. This will take five weeks which is after the 10.11.90 drawdown date. Current facility increase request to cover the 10.11.90 draw ($30.0M). REMM financial position deteriorating and is jeopardised by actions taken by Bank of New Zealand (BNZ), a lender to REMM on other major projects.

    25.10.90

    #90/339

    Bank Board comprising of:

    D W Simmons

    R D E Bakewell

    Mrs M V Byrne

    W K Nankivell

    A R G Prowse

    R P Searcy

    A G Summers

    T M Clark

    J V Henderson, SMPPF

    22.10.90

    P F Mullins, CMCB

      Pazadore As per 22.10.90 Yes As per 22.10.90
    25.10.90

    #90/355

    Bank Board comprising of:

    D W Simmons

    R D E Bakewell

    Mrs M V Byrne

    W K Nankivell

    A R G Prowse

    R P Searcy

    A G Summers

    T M Clark

    S Paddison, Chief General Manager Australian Banking     Bank Board Sub-Committee be re-instated to provide guidance. Yes Update Myer Centre Development.
    22.11.90

    #90/400

    Bank Board comprising of:

    D W Simmons

    R D E Bakewell

    Mrs M V Byrne

    W K Nankivell

    A R G Prowse

    R P Searcy

    A G Summers

    T M Clark

    J V Henderson, SMPPF

    15.11.90

    P F Mullins, CMCB

      Pazadore Update for noting Noted Bank total drawings of $266.8M. BNZ action against REMM may be near satisfactory conclusion. Syndicate receiving monthly reports. On-site work delayed 12 days this past month because of inclement weather and union unrest. Preliminary assessment by David Chandler is that the February completion is not possible and a more probable date would be May 1991. Allco litigation continues. Leasing market deteriorating although several leases awaiting REMM Director approval.
    18.12.90

    #108A/90

    LCC comprising of:

    S G Paddison, DB

    T L Mallett, CGMCIB

    D C Masters, GMSACCB

    J V Henderson, SMPPF

    18.12.90

    P F Mullins, CMCB Pazadore Notes present financial condition of borrower and recommends increase in facilities from $335.0M to $398M to enable completion of project, reducing to $396.0M on completion. Recommended to Bank Board for approval Mr Chandler of Australian Pacific Projects (independent cost verification consultant hired by the Bank) estimates total building cost to completion of $323.0M with a June completion date. This means a revised estimate construction completion cost of $684.0M and an all up funding requirement of $744.2M. The Bank funding all-up would be $469.2M which is above prudential limits. In order to reinstate syndicate funding, participation will continue based on original cash flows. Any funding required over the original monthly cash flows will be covered by the Bank. Syndicate did not participate in October, November, December draws pending outcome of cost overrun analysis by Mr Chandler. Total Bank draws are $315.2M with a commitment of $335.0M. Also, Beneficial Finance Corporation has $4.6M exposure to REMM. Mr Chandler is continuing verification of cost overrun estimates. REMM financial position could deteriorate further pending outcome of BNZ actions. On-site union unrest gains momentum. REMM claims against Allco and their counterclaims continue. Leasing is at 68% of total area.
    20.12.90

    #90/438

    Bank Board comprising of:

    D W Simmons

    R D E Bakewell

    W F Nankivell

    R P Searcy

    A G Summers

    T M Clark

    A R G Prowse

    R E Hartley

    J V Henderson, SMPPF

    18.12.90

    P F Mullins, GMNCA

    LCC 18.12.90

    S G Paddison, CGMAB

    Pazadore Increase facilities from $335.0M to $398.0M to enable completion of the Project. This is less than that recommended by the LCC on 18.12.90. Yes As per 18.12.90.
    16.01.91

    #3/91

    LCC comprising of:

    S G Paddison, DB

    J L Mallett, CGMCIB

    D C Masters, GMSACCB

    R L Wright, CMPLWCIR

        Pazadore Specific provisioning not possible at this time, however potential loss between $Nil and $250.0M.    
    24.01.91

    #91/18

    Bank Board comprising of:

    D W Simmons

    R D E Bakewell

    Mrs M V Byrne

    W F Nankivell

    R P Searcy

    A G Summers

    A R G Prowse

    R E Hartley

    J V Henderson, SMPPF

    17.01.91

    T L Mallett, Chief General Manager Corporate and International Banking

      Pazadore Update for noting Noted Situation being monitored on day to day basis. Bank total lending is $342.7M out of $398.0M committed. Individual facility limits are exceeded although overall approved limits are observed. Steps taken to increase REMM information processing locally to prevent undue reliance on their Brisbane office should BNZ actions against REMM disrupt its operations. Bank estimates loss potential on project to be $250.0M. Structure is 95% complete and mechanical equipment in place. Industrial relations remain unsettled.
    13.03.91

    #91/65

    Bank Board comprising of:

    N R Clark

    R D E Bakewell

    A R G Prowse

    R E Hartley

    M S Shanahan

    J V Henderson, SMPPF

    20.02.91

    P F Mullins, GMNCA

      Pazadore Update for noting Noted Issue of Performance Bond to support REMM Group's obligation with respect to new construction work in Perth (bond value is $435,271). Bank security of cash withheld from margins due to REMM. REMM needs cashflow to continue to trade, and approval requested for provision of funds up to $2.0M if needed.

    Syndicate funding resumed on 31.01.91. Industrial relations improving. Allco litigation in process.

    21.03.91

    #19/91

    Group Credit Committee comprising of:

    S G Paddison, CEO

    T L Mallett, CGMCIB

    P F Mullins, GMNCA

    R L Wright, CMCI

    J V Hendersen, SMPPF   Pazadore

    REMM Group Ltd

    Approve a specific provision of $185.0M and downgrade of credit risk rating to G. Yes  

     

    THE CONDITIONS SUBJECT TO WHICH

    APPENDIX D

     

    THE CREDIT APPROVAL OF JULY 1988 WAS MADE BY

    THE BOARD OF DIRECTORS OF THE BANK

     

    The following is the record of the resolution of the Board made on 28th July 1988 in connection with the Remm Group application in connection with the Rundle Mall project.

    "IT WAS RESOLVED to approve -

    .A Bridging Finance facility of $120m plus an Underwriting Commitment as Lead Manager to syndicate an additional $330m of project finance, subject to the Underwriting Commitment being risk underpinned to the extent of $200m by S.G.I.C. (S.A.);

    .A $41.67m participation in a $125m P Option;

    .On completion of the Underwriting Commitment/Project Finance Syndication a final participation of $120m, together with the provision of a Letter of Credit - Standby Funding Line of $40m,

    subject to the State Government deferring statutory costs of approximately $7.9m".

    The pre-conditions stated in the July 1988 Proposal included:

    . A valuation by Colliers International Limited addressed to the Bank as Lead Manager confirming the "on completion" valuation of $553.0M;

    . Confirmation as to the accuracy of the project costing and construction timetable based on final approved plans, to be submitted by WT Partnership;

    . The Myer Centre Unit Trust to be deemed satisfactory by financiers' legal advisers; and

    . The appointment of a Project Management Group to represent the financiers' interest in the project throughout the construction period.

    The July 1988 Proposal also contained ongoing and special conditions.