Byrnes (Administrator), in the matter of Salads of Australia Pty Limited (Receivers and Managers Appointed) (Administrators Appointed)

• Jurisdiction: Australia Federal only
• Judgment Date: 23 December 2025
• Neutral Citation: [2025] FCA 1686
• Date: 23 December 2025
• Court: Federal Court

Federal Court of Australia

Byrnes (Administrator), in the matter of Salads of Australia Pty Limited (Receivers and Managers Appointed) (Administrators Appointed) [2025] FCA 1686

ORDERS

VID 1670 of 2025

IN THE MATTER OF SALADS OF AUSTRALIA PTY LIMITED (RECEIVERS AND MANAGERS APPOINTED) (ADMINISTRATORS APPOINTED) ACN 631 463 664 AND SALADS OF AUSTRALIA INVESTMENTS PTY LTD (RECEIVERS AND MANAGERS APPOINTED) (ADMINISTRATORS APPOINTED) ACN 658 016 230

MATTHEW JAMES BYRNES AND ANDREW STEWART REED HEWITT IN THEIR CAPACITY AS JOITN AND SEVERAL ADMINISTRATORS OF SALADS OF AUSTRALIA PTY LIMITED (RECEIVERS AND MANAGERS APPOINTED) (ADMINISTRATORS APPOINTED) ACN 631 463 664 AND SALADS OF AUSTRALIA INVESMENTS PTY LTD (RECEIVERS AND MANAGERS APPOINTED) (ADMINISTRAROS APPOINTED) ACN 658 016 230 First Plaintiff SALADS OF AUSRALIA PTY LIMITED (RECEIVERS AND MANAGERS APPOINTED) (ADMINISTRATORS APPOINTED) ACN 631 463 664 Second Plaintiff SALADS OF AUSRALIA INVESMTNETS PTY LTD (RECEIVERS AND MANAGERS APPOINTED) (ADMINISTRATORS APPOINTED) ACN 658 016 230 Third Plaintiff

order made by:	HESPE J
DATE OF ORDER:	23 DECEMBER 2025

THE COURT ORDERS THAT:

1. Pursuant to section 439A(6) of the Corporations Act 2001 (Cth) (Act), the period within which the First Plaintiffs (Administrators) must convene the meetings required by section 439A of the Act in respect of the Second and Third Plaintiffs (the second meetings) be extended to 11.59 pm on 22 October 2026.

2. Pursuant to section 447A(1) of the Act, Part 5.3A of the Act is to operate in relation to the Second and Third Plaintiffs such that, notwithstanding section 439A(2) of the Act, the second meetings may be convened and held at any time during, or within, the period beginning on the date of the making of this order and ending five (5) business days after the convening periods as extended by order 1 above, provided that the Administrators give notice of the meeting to creditors of each of the Second and Third Plaintiffs (including the persons or entities claiming to be creditors of the Second and Third Plaintiffs) at least five (5) business days before the meetings are to take place.

Notice to creditors or persons claiming to be creditors

3. The Administrators must take all reasonable steps to cause notice of these orders to be given, within two (2) business days after the making of this order, to the creditors (including persons or entities claiming to be creditors) of the Second and Third Plaintiffs by providing a copy of the orders and the originating process to them.

Confidentiality

4. Pursuant to sections 37AF and 37AG of the Federal Court of Australia Act 1976 (Cth), until any sale by the receivers and managers of the Second and Third Plaintiffs (in their capacities as receivers and managers of those companies) is completed or the receivers inform the Administrators that the process of sale has been abandoned, the following parts of documents be suppressed from publication on the grounds that this order is necessary to prevent prejudice to the proper administration of justice:

(a) the whole of paragraph 4(c) of the letter dated 9 December 2025 (Boratto Dispute Notice) that is at pages 95 - 98 of annexure MJB-1 to the affidavit of Mathew James Byrnes affirmed on 19 December 2025;

(b) the words in paragraph 12(c)(iv) of the Boratto Dispute Notice after “engagement with”; and

(c) the words in paragraph 14 of the Boratto Dispute Notice after “debt facilities”.

General

5. Liberty be granted to any person who can demonstrate a sufficient interest to discharge or vary these orders to apply upon three (3) business days’ written notice to the Plaintiffs and to the Court.

6. The Administrators’ costs of and incidental to this application be costs in the administrations of the Second and Third Plaintiffs.

Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

REASONS FOR JUDGMENT

HESPE J:

1 On 8 December 2025, the First Plaintiffs (Administrators) were appointed joint and several voluntary administrators of the Second and Third Plaintiffs (together the Companies), pursuant to s 436C of the Corporations Act 2001 (Cth), on instructions of the secured creditors of the Companies.

1 On that same day, Messrs Hardy and Dampney and Ms Dickerson were appointed as receivers and managers of the Companies (Receivers).

2 The first meeting of creditors was convened by the Administrators, pursuant to s 436E of the Corporations Act, on 17 December 2025.

3 Under s 439A(1)-(5) of the Corporations Act, the Administrators are required to convene the second meeting of creditors of the Companies by 15 January 2026 and hold that meeting by 22 January 2026.

4 By originating application dated 19 December 2025, the Administrators applied for orders pursuant to ss 439A(6) and 447A(1) of the Corporations Act and s 90-15 of Schedule 2 to the Corporations Act for an extension of the period within which the Administrators must convene and hold the second meeting of creditors to 22 October 2026, a period of some nine months.

5 The application is heard by me in my capacity as duty judge.

6 For the reasons that follow, I made the orders sought to extend the convening period until 22 October 2026.

Background

7 The Second Plaintiff is the ultimate holding company of the Salads of Australia group of companies. That group includes:

(a) the Third Plaintiff;

(b) SPM Fresh Holdings Pty Ltd (ACN 161 701 337);

(c) PMFresh Pty Ltd (ACN 122 180 929);

(d) SPM Fresh 2013 Pty Ltd (ACN 161 700 269); and

(e) PMF 2024 Pty Ltd (ACN 678 802 492).

8 The Second Plaintiff is the sole shareholder of the Third Plaintiff. The sole asset of the Second Plaintiff is its shares in the Third Plaintiff. The Third Plaintiff is the sole shareholder of SPM Fresh Holdings. The sole asset of the Third Plaintiff is its shares in SPM Fresh Holdings. SPM Fresh Holdings is the sole shareholder of each of PMFresh, SPM Fresh 2013 and PMF 2024.

9 PMFresh is a significant food manufacturer and operates a national network of production facilities. Its products include wet (deli) salads, salad kits, salad bowls, salad leaf, value added vegetables and fresh snacks. PMFresh is a major supplier of these products in Australia, including to domestic supermarkets.

10 PMFresh is the only employing entity in the group. It employs over 1,000 staff.

11 PMFresh is solvent and is operating its business as usual. The director and management team of PMFresh have day to day control of the operations of the business. None of PMFresh, SPM Fresh 2013 or PMF 2024 are in receivership or administration.

12 The Third Plaintiff borrowed significant sums from the IFM group:

(a) $32.5 million from a special limited partnership in Luxembourg (Senior Lender); and

(b) $22.5 million from a credit fund (Junior Lender).

13 The Second Plaintiff and PMFresh were amongst the guarantors of the Third Plaintiff’s obligations to the Senior Lender and Junior Lender.

14 The Senior Lender and Junior Lender hold a first ranking security interest over the assets of the Second and Third Plaintiffs and a subsequent ranking security interest over the assets of SPM Fresh Holdings, PMFresh, SPM Fresh 2013 and PMF 2024.

15 Following the occurrence of events of default as defined under the loan agreements, on the instructions of the Senior Lender and Junior Lender, the Receivers were appointed as joint and several receivers and managers of the assets of the Second and Third Plaintiffs and the First Plaintiffs were appointed as joint and several voluntary administrators of the Second and Third Plaintiffs.

Reasons the extension is sought

16 In support of the application is an affidavit of Mr Dampney, one of the Receivers, sworn on 19 December 2025. Mr Dampney is an experienced insolvency practitioner, with over 25 years’ experience in advising in liquidation, corporate recovery and restructuring assignments.

17 The Receivers are preparing to commence a sale campaign to realise the Companies’ indirect shareholdings in PMFresh. The Receivers propose to run a multi-stage sale process, requiring submissions of indicative offers and binding offers. The Receivers anticipate that a period of 7 to 8 months will be required for the sale.

18 The proposed sale process timeframe is expected to extend beyond the current deadline by which the Administrators are required to report and convene the second meeting of creditors.

19 Although preparations for the sale process have commenced, the Receivers do not consider it appropriate to formally commence the sale process in December 2025, having regard to:

(a) the complexity and scale of the business of the Salads of Australia group of companies;

(b) the fact that the Receivers are still reviewing the books and records currently held by the Receivers in respect of the Companies;

(c) the necessity to communicate the appointment to a diverse set of stakeholders, including financiers, customers, suppliers, growers and employees;

(d) the upcoming Christmas and New Year period which, from discussions between the Receivers and the director and the management team of the Third Plaintiff, is the busiest period from an operational perspective for the Salads of Australia group of companies and potential bidders are unlikely to be receptive to commencing analysis on a complex transaction before or during the Christmas and New Year period.

20 Part of the reason for the length of the extension sought is that that the sale process needs to take account of the new mandatory merger control regime which will take...