In the High Court of New Zealand
Auckland Registry
I Te K6ti Matua 0 Aotearoa
Tamaki Makaurau RoheCIV-2019-404—

UnderPart 19 of the High Court Rules and ss239AT and 239AD0 ofthe Companies Act 1993

In the matter ofan application pursuant to s239AT of the Companies Act 1993
for orders extending the convening period by which theadministrators must convene the watershed meeting for
Tamarind Taranaki Limited (Administrators Appointed)

and in the matter ofTamarind Taranaki Limited (Administrators Appointed), anincorporated company having its registered office at Level 6, 54Gill Street, New Plymouth 4310

In the matter of an

Mitchell Wayne Mansfield of the Cayman Islands and Jason

application by

Aleksander Kardachi, of Singapore, chartered accountants
and insolvency practitioners
ApplicantsOriginating application without notice for orders extending theconvening period by which the administrators must convene thewatershed meeting for Tamarind Taranaki Limited (AdministratorsAppointed)
Dated: 4 December 2019

KensingtonSwan0
18 Viaduct Harbour Avenue
Private Bag 92101
Auckland 1142
Solicitor:8052558.1

P +6493794196
F +64 9 309 4276
DX CP22001

J A McMillan / M L Broadjames.mcmillan@kensingtonswan.com/mark.broad©kensingtonswan.com

Originating application without notice for orders extending theconvening period by which the administrators must convene thewatershed meeting for Tamarind Taranaki Limited (AdministratorsAppointed)
To:

The Registrar of the High Court at Auckland.

This document notifies you that1

The applicants, Mitchell Wayne Mansfield of the Cayman Islands and Jason
Aleksander Kardachi, of Singapore, both chartered accountants and accredited
insolvency practitioners, apply for orders that:aleave is granted for this application to be made on a without notice basis;

bunder 5239AT(2) of the Companies Act 1993 (the 'Act') the convening
period for the watershed meeting (the 'convening period') be extended
from 9 December 2019 to 17 February 2020 in respect of Tamarind Taranaki
Limited (Administrators Appointed) ('Tamarind');pursuant to s239ADO, Part 15 of the Act is to have effect in relation toTamarind as if it were provided that the watershed meeting under s239AV
may be held at any time during, and within 5 working days after the end of,the convening period as extended by the above order, notwithstanding theprovisions of s239AV of the Act;dwithin 5 working days of the above orders being granted, a copy of thisapplication and orders of the Court be:igiven to creditors of Tamarind by:
Aemail, where an email address has been provided to Tamarind; orB

post, to the postal address provided by creditors in instanceswhere an email address has not been provided; andii

posted on Borrelli Walsh's website (www.borrelliwalsh.com) on thewebpage in respect of the administration of Tamarind;

leave is granted to any person who can demonstrate sufficient interest toapply to modify or discharge these orders, including any creditor ofTamarind, on appropriate notice being given to the applicants;

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fpursuant to s239ADO, Part 15 of the Act is to have effect in relation toTamarind as if it were provided that should:
the Court not make the orders ought above; orii

the Court makes the orders sought above, but a person subsequently
successfully applies to modify or discharge the above orders,such that the convening period is deemed to have expired, theadministrators of Tamarind will be given a period of six working days, fromthe date that the Court declines to make the orders sought, or of the date of
the order modifying or discharging the above orders, to convene thewatershed meeting in the administration of Tamarind, notwithstanding theterms of s239E of the Act;gleave is reserved to the applicants to apply further in respect of any ancillaryorders arising out of the orders made; andh2

the costs of this application be paid out of the assets of Tamarind.

The grounds on which each order is sought are as follows:
Without notice applicationaIt is in the interests of justice that this proceeding be commenced without
notice because:the convening period expires on 9 December 2019;ii

seeking the orders on notice to creditors would cause undue delay or
prejudice to the applicants; andiii

if the application is granted, there is no prejudice to creditors as theyretain their right to challenge the orders.

Extension of time to convene the watershed meetingb

On 11 November 2019, the applicants were appointed as joint and several
administrators of Tamarind.
The applicants' role as administrators is to advance the objects of s239A ofthe Act, namely, to provide for the business, property, and affairs ofTamarind to be administered in a way that:
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imaximises the chances of Tamarind, or as much as possible of its
business, continuing in existence; orii

if that is not possible, results in a better return for creditors andshareholders of Tamarind than would result from an immediateliquidation of Tamarind.

dUnder s239AT of the Act, the applicants must convene the watershedmeeting within 20 working days after their appointment as administrators ofTamarind, i.e. by Monday, 9 December 2019.

ePursuant to s239AU(3) of the Act, the applicants are also required by
Monday, 9 December 2019, to:iprepare a report about Tamarind's business, property, affairs andfinancial circumstances for circulation to Tamarind's creditors;

ii

provide a statement to creditors setting out the applicants' opinion, withreasons for that opinion, about each of the following matters:A

whether it would be in the creditors' interests for the company toexecute a deed of company arrangement (DOCA);

B

whether it would be in the creditors' interests for the administration
to end; andC

whether it would be in the creditors' interests for the company to beplaced in liquidation; andiii

if a DOCA is proposed, provide a statement setting out the details of theproposed DOCA.

fSince their appointment, the applicants have been investigating the affairs ofTamarind and how best to improve the outcome for creditors from theadministration. The applicants consider that the best outcome for creditors
would be if Tamarind can continue production at the Tui oil field until, atleast, the end of the current production cycle in January 2020.

gIf production can continue on terms which are profitable to Tamarind, themoney available to creditors will increase. The continuation of production
would also make it more likely that a sale of Tamarind's assets or business(in part or whole) can be agreed, or that Tamarind can continue operating
profitably for a longer period.
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hThe applicants have been in discussions with BW Offshore Singapore Pte
Ltd ('BWO') in respect of the amendment of a key contract for the operationand maintenance of the Umuroa, a floating production storage andoffloading vessel moored at the Tui oil field (the 'FPSO Contract'). The
applicants anticipate that they will shortly enter into a variation agreementwith BWO on terms acceptable to both parties which allows for the continued
extraction of oil at the Tui oil field.

iWhile negotiations with BWO in respect of the FPSO Contract have beenongoing, the applicants had to halt production at the oil field due to a minor
oil leak and the discovery of a cut to the outer layer of one of the pipes
through which oil was being pumped.
The applicants arranged a full inspection of the remaining pipes by remoteoperated vehicle. The applicants also liaised with the Environmental
Protection Authority (the 'EPA') and other regulatory authorities as to thenext steps. The EPA issued an abatement notice confirming that it required
to review the full remote operated vehicle inspection report before production
could recommence.

kThe applicants were initially hopeful that the inspection and reporting
process could be completed in time to restart production on
1 December 2019. However, the weather conditions at the oil field delayed
the carrying out of the inspection, initially to this week, but now until 11December 2019. The applicants now expect the report from the inspection
to be ready at the end of next week. Once the report from the inspection isavailable, the EPA will review it and make a decision as to whether
production can recommence. The earliest date on which the EPA is likely toapprove the restarting of production is 16 December 2019.

IIf the convening period is not extended, the applicants will have to report tocreditors on 9 December 2019. The applicants will not have received
confirmation by that date as to whether production can restart.
The date on which production can restart and any conditions attached to theapproval from the EPA will have a material impact on the options available
for the future of Tamarind. The time taken in resolving this issue has alsodelayed attempts to ascertain the interest in purchasing Tamarind's assets
or the availability of ongoing funding. Any report prepared for creditors bythe applicants without the benefit of this information will, by necessity, beincomplete.
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•It is not in the interests of Tamarind's creditors for the applicants to have toreport to them at a time when a key factor in respect of whether thecompany is able to continue operations is yet to be determined and the levelof interest in the company's assets is also uncertain. If the applicants haveto report before the required information is available, the creditors may bedenied options that could later be put to them.

oThere is no likely prejudice to Tamarind's creditors (and potentiallyadvantage) if the convening period is extended.

pAn extension of the convening period will facilitate the applicants achieving
the objectives of s239A of the Act, namely, to maximise the chances ofTamarind's creditors receiving a better return than would result from an
immediate liquidation of Tamarind.

An order that the watershed meeting may be called during the extended
convening periodqWhile the extension of the convening period sought is until
17 February 2020, order 1(c) will allow the applicants to call the watershedmeeting at an earlier date within the convening period if it is appropriate ordesirable to do so.

Appropriate to make orders sought
The extension of the convening period would improve the chances that
production can be re-started thereby increasing the funds available for
distribution to creditors. The extension would also increase the chances
either that Tamarind's assets or business can be sold or that third party
funding can be secured to facilitate continued production (possibly aided by
the execution of a deed of company arrangement).
•Personal service of this application on Tamarind's creditors would beexpensive and time consuming, and such costs would be detrimental to allcreditors and stakeholders in the administration.

tIf the orders are made, there is no prejudice to creditors, as they:iwill be served with a copy of this application and the Court's orders by:
Aemail, where an email address has been provided to Tamarind; or58052558.1

Bby post, in instances where an email address has not been
provided; andii
3

they retain the right to challenge the orders.

The application is made in reliance upon:asections 239AT, 239AV, and 239AD0 of the Companies Act 1993;

brules 7.23, 7.46, 18.7, 19.2(c), 19.10 and 19.11 of the High Court Rules
2016;
Re Jackson [2018] NZHC 477; Re Pumpkin Patch Limited [2016] NZHC
2771; Re Postie Plus Group Limited [2014] NZHC 1337; Re Nylex (NewZealand) Limited Unreported 11/03/09, Heath J HC Auckland CIV-2009-4041217 and Re Drikolor New Zealand Limited Unreported 14/11/09, Edwards J
HC Auckland CIV-2019-404-002183 (minute only); anddthe affidavits of Jason Aleksander Kardachi and Patrick James Nicoll
Glennie affirmed in support of this application.

4The application is made without notice to any other party on the followinggrounds:
athat requiring the applicants to proceed on notice would cause undue delay
or prejudice; andb

the interests of justice require the application to be determined without
serving notice of the application.

5I certify that—athe grounds set out in paragraph 4 on which the application relies are madeout; andb

all reasonable inquiries and all reasonable steps have been made or taken
to ensure that the application contains all relevant information, including anyopposition or defence that might be relied on by any other party, or any facts
that would support the position of any other party.

Dated: 4 Decem r 2019eLJ A Mc Ilan
Solicitor or the applicants
68052558.1

Address for service:

This document is filed by James Alexander McMillan, solicitor for the applicants of thefirm Kensington Swan, Auckland. The address for service of the applicants is 18 Viaduct
Harbour Avenue, Auckland 1010. Documents for service on the applicants may be left atthat address for service or may be:aposted to the solicitor at do Kensington Swan, Private Bag 92101, Auckland
1142; orleft for the solicitor at a document exchange for direction to do Kensington Swan,DX CP22001, Auckland; oremailed to the solicitor at james.mcmillankensincitonswan.conn andmark.broad©kensingtonswan.com.

78052558.1