We recently published the announcement of the resumption of business of the several liquidated businesses of Wagener Holdings Pty Ltd, which is great news for employees and customers. We can now reveal the 'new owners' and directors; two of whom are the sons of Peter Wagener, plus a mystery holding company. Andy McCourt investigates.

AllFlags bldgAll Flags Maddigton, WA building, pre-liquidation

Liquidations of companies can be slippery affairs. The insolvency practitioners are duty-bound to get the best deal possible for creditors and hold several creditors meetings to this end. As with most free market economies, entrepreneurship is encouraged in Australia and so it should be. Liquidators and administrators are highly skilled fiscal practitioners and take on great risk when agreeing to be appointed to companies in strife...from the time they are appointed, they are personally responsible for debts and receivables. It is understandable that they are first in the queue when it comes to being paid from any recovered assets and cash.

So it was welcome news that All Flags Signs & banners and Europoles were able to resume operations after falling into an unwanted administration and liquidation. Peter Wagener is now an employeee of the company he once owned through Wagener Holdings Pty Ltd. His sons Jesse and Daniel are also employed in the new business and are also directors and shareholders, each owning 25 of the issued 200 shares. But who owns the other 150 (75%) of shares and therefore the controling interest?

This majority shareholder clearly 'owns' the business but no names have been put forward as to the identity of this entity. So, we searched the ASIC records, since repeated requests for information remain unanswered from Mr Wagener.

3 background compaines

The new 'owner' of 75% of the resurrected All Flags and Signs Pty Ltd, ACN 673507705 is a company - Silverview Holdings Pty Ltd, ACN: 088283783. It address is that of a respected firm of chartred accountants, Keays & Associates of Suite 2, Level 2, 180 Scarborough Beach Road, Mt Hawthorn, Perth, WA 6016.

But companies comprise of people don't they? The directors of Silverview are listed by ASIC as:

Peter Graham Hearn & Sharon Marchenko , with Mr Hearn acting as secretary. The 'Principal place of business' is listed as a private address in the Perth suburb of Kiara. We welcome them to the Australian Sign & Display industry.

Mr Hearn is apparently the lead in this new ownership since another company, Hearn 2022 Pty Ltd, ACN: 663946870 is the sole shareholder of a $1 share in Silverview. This company is also registered at Keays & Associates of Suite 2, Level 2, 180 Scarborough Beach Road, Mt Hawthorn, Perth, WA 6016. It has issued ten $1 shares, all of which are currently owned by Peter Graham Hearn.

There is another company involved and that is Silverview Assets Pty Ltd, ACN: 673478138, registered on 6th December 2023. It has issued 100 shares, all owned by Silverview Holdings Pty Ltd, as the 'Ultimate Holding Company.'  Mr Hearn is again, the sole director and secretary. Silverview Assets is again registered at Keays & Associates of Suite 2, Level 2, 180 Scarborough Beach Road, Mt Hawthorn, Perth, WA 6016, with the same principal place of business at a private house in Kiara.

It is reasonable to assume that the assets, namely a battery of EFI wide format and flatbed printers, IP and systems, are now protected inside Silverview Assets Pty Ltd and were purchased from the liquidators. Since Mr Hearn and entities are the sole shareholders of 'Holdings' and 'Assets' - this suggests he must be the new controlling owner of All Flags/Europoles, unless acting for someone else.

It's a classic Holdings + Operations + Assets corporate structure, perfectly legal and commonplace.

Sadly, only secured creditors are being paid out of the proceeds of the liquidation, leaving an unidentified list of unsecured creditors booking undisclosed losses.

We welcome Peter Graham Hearn into the industry and advocate joining ASGA and Visual Connections - the Association pillars of our great Signage & Display industry.

Andy McCourt

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