Attain: Ms. Paulziah Fitzgerald
Re: Repayment of [Investment]
We refer to the Private Investment Management Agreement ("PIM Agreement") (and associated Risk Disclosure) between [investor details] (the "Investor") and Maxim Capital Limited ("MCL").
For clarity and the avoidance of doubt, we note the PIM Agreement was provided to the Investor by the Referring Party (Footnote: Referring Party is defined within the PIM and Risk Disclosure), executed as requested, and returned to you in your capacity as MCL’s manager in Australian.
Additionally, it appears there are jurisdictional related management and hierarchies related to specific jurisdictions, where there is representations and inferences that
You are your immediate associates f
in representing MCL’s jurisdiction of Australia.
In [xxxx], pursuant to Clause 9 of the PIM Agreement, the Investor provided notification that it it did not wish to renew the Contract.
At that time an offer was made to enter into a substantially different and completely unrelated arrangement that from our understanding related to an entity known as Amazon Gold Limited.
The offer was declined and instructions were provided to withdraw the Investment Monies in accordance with the agreement. At your and the Referring Brokers request we communicated the same to other representatives within the MCL Group.
the [investor] provided notification that it
As you are well aware in [xxx] 2015, on behalf of [gxxx] I
In a previous letter sent to you on [date], we sought the payment of [insert amount of debt] which is owing to our client. We advise that we have instructions from our client to commence legal action against you to recover the amount of [insert amount of debt]. Before we commence court action as instructed we advise that our client will accept your payment of the amount of debt being [insert amount of debt] by 4.00pm on [insert date].
A Part 5.7 body is defined in the definition section of theCorporations Act — s 9 (see the Interpretations tab at ¶23-875). For ease of reference these definitions are set out in diagrammatical form at ¶165-060 below.
Basically a Part 5.7 body can be said to constitute:
- • a body corporate (not being a company),
- • a foreign company,
- • a partnership, or
- • an association,
We trust that our request for repayment is handled promptly and professionally, while we are disappointed by the lack of communication and the delays in the
repayment of our investment and outstanding performance fee’s, we take some comfort that consistent with our instructions no ROGP shares have been issued in the name of [xxxx].
We reiterate ou
We make this assumption on the basis of the ROGP announcement on the x March 2016 whereby Legacy Trust acting as trustee for the AGL Trust lodged a beneficial owners notice for all new shareholders that participated in the conversion of their investment to AGL.
We also note that various other Australian parties that are associated with yourself also have not been issued shares which infers that they also made a decision not to participate in converting their investment to AGL.
We also note that while clause [paragraph] of the Investment Agreement refers to ROGP extending a form of guarantee to Maxim investors by undertaking to issue ROGP shares in the event of quote "the unlikely collapse of Maxim", which has not occurred and appears to be supported by fact that ROGP has not issued any shares for that purpose. The shares held by the AGL trust were not issued by ROGP but are the shares previously held by Great Mission, Inc (Vanuatu) an entity controlled by the former largest shareholder.
form of guarantee in the event of liquidation of
We do not
oo sought to redeem their investment rather than
We provide this letter as formal notification
Please do not disregard this letter, it is important that you take
It should be read in conjunction with the attached addendum.
For the sake of clarity and avoidance of doubt. We refer to [clause] [paragraph] of the Investment agreement [or the risk disclosure?] the requirement imposed by MCL (and the investors reliance) on referring party obligation to ensure that the investments is [legal within home jurisdiction]
As the investment agreement was provided by the Referring Party for execution and delivered to yourself in your capacity as Maxim and
In the event that it is found, that any failure to comply with obligations under the Corporations Act 2001 (Cth) (the Act) including but not limited to foreign entity registration and reporting obligations, the issue and promotion of financial products and/or managed investment schemes. Any inducements, conflicts of interests, misrepresentation, undertakings or any actions that has put the investment at risk, negatively impacted the value of the Investment or compromised the investment or the Investors themselves, we reserve our rights to any and all courses of action available under Australian law or any other relevant jurisdiction against MCL, their officers, associates, representatives, referring parties or any person or entity that has received financial benefit, incentives or inducements in relation to the Investment. pf
We refer to the investor agreement dated xxx, this should
This letter of demand has been issued to
What was being undertaken on behalf of Maxim were clearly activities that require the formal registration of a branch office.
Maxim had established a presence in Australia, that fits within the definition of 'registrable body’ (as defined by the Corporations Act) via an agent, that agent was undertaking activities for Maxim including administration, sales generation, management of client accounts etc. There is an obligation to meet the obligations of operating in Australia which includes registration with ASIC and providing financial statements for the company that the activities are being undertaken).
We reference the OCT announcement by Royale Globe Holdings on [xxx] March 2015, where the trustee for the AGL trust
The activities being undertaken are
- Job title or job description would indicate activities related to direct revenue generation / support or sales activities.
- Sales are made to customers based in county and local contracts are negotiated by the local employee. Note that even though the employee may not have power to sign the commercial contracts, if they are deemed substantially involved in negotiating the terms of the contract and have basically identified the customers and "concluded" the contract terms, except for physically signing the contract, then it is likely that the contract will have been deemed to have been "concluded’ locally.
Enclosed is a electronic copy of the letter that has been delivered to you by [courier], the purpose of the letter is to make a formal call on the long overdue return of capital and accumulated performance fee’s
It is quite disappointing that we have received little
From the information that
This is also consistent with how Maxim has chosen to operate in other jurisdictions, including NZ from [x ] to [x ] and Hong Kong [x ] [x ] (albeit the Hong Kong branch is a branch office of a Seychelles registered company).
An electronic copy of the letter (and any subsequent correspondence) has been delivered to the following parties which we believe have or exert a level of control over the jurisdiction of Australia,
Maria Vantage (aka (#xxxx)
Oscar King (aka Iam Oscar, Liang Zhang) (#xxxxx)
Andrew Ann Hoe Lim (aka Dr. Andrew Lim, Prof. Andew Limo) (#xxxxx)
Director & CEO Maxim Capital Limited
The investment was made through Ryan and yourself,
The letter is being delivered to you in your capacity as Maxim Capital Limited Australian Country Manager
We trust this matter can be resolved swiftly and professionally.
In the event that the full amount has not been repaired within the timetable
This formal letter of demand is issued to pursuant to
you in your capacity as the Australian representative of Maxim Capital Limited ([Co. number]) (MCL)
The activities that have been undertaken by Maxim
In the event that full and final settlement of the Repayment Amount has not occurred with 14 days of receiving this Letter,
As a creditor of the Company, pursuant to Section 585(a) of the Act, a formal demand for payment will be delivered to yourself
it is the intention that
Section 585(a) of the Act provides that a creditor may serve a demand for payment of a debt on a Part 5.7 body. Service may be effected by leaving the demand at the Part 5.7 body's principal place of business in Australia, delivering it to an officer of the Part 5.7 body, or in accordance with the terms of a court order.
Companies that are incorporated outside of Australia that wish to carry on business in Australia must be registered with ASIC. Unincorporated bodies that do not have their head office or principal place of business in Australia must also register with ASIC if they wish to carry on business in Australia.
A foreign company applying for registration must lodge an application accompanied by certain prescribed documentation, including a copy of its constitution, financials, list of directors etc.
Carrying on business
A determination of whether or not a foreign company is "carrying on a business" in Australia requires an examination of all of the circumstances of the company’s activities in Australia in light of several provisions of the Corporations Act and a body of common law principles.
At common law, a foreign company may sue and be sued in its own name, however, a failure to register under the Corporations Act as a foreign company, when required to do so, may inhibit that company’s right to sue. Some of the more important obligations imposed upon foreign companies registered to carry on business in Australia are set out below.