In the matter of an arbitration
under the Arbitration Rules of
the United Nations Commission
on International Trade Law (2021)
PCA Case No. 2023-40
Permanent Court of Arbitration
Peace Palace
The Hague
The Netherlands
Day 2
Tuesday, 17 September 2024
Hearing on Preliminary Objections
Before:
PROFESSOR GABRIELLE KAUFMANN-KOHLER
MR WILLIAM KIRTLEY
PROFESSOR DONALD MCRAE
ZEPH INVESTMENTS PTE LTD
Claimant
-v-
THE COMMONWEALTH OF AUSTRALIA
Respondent
BRYCE WILLIAMS, registrar and legal counsel,
LILIA MENDOZA-ROSALES, assistant legal counsel, and
BENJAMIN CRADDOCK, senior case manager, appeared for
the Permanent Court of Arbitration.
Tribunal Secretary: LUKAS MONTOYA
Transcript produced by Trevor McGowan,
Georgina Vaughn and Lisa Gulland.
Trevor McGowan CR
[Page 1]
CLIVE F PALMER, Claimant's representative and director
GEORGE SPALTON KC, counsel and Claimant party assisting
DR ANNA KIRK, counsel and Claimant party assisting
KRIS BYRNE, counsel and Claimant party assisting
MICHAEL SOPHOCLES, counsel and Claimant party assisting
ANNA PALMER, counsel and Claimant party assisting
BALJEET SINGH, administrator, Claimant party assisting
and director
DANIEL JACOBSON, counsel and Claimant party assisting
THOMAS BROWNING, counsel and Claimant party assisting
JONATHAN SHAW, counsel
EMILY PALMER, director
DECLAN SHERIDAN, director
LEANNE McCORMACK, administrative assistant
DOMENIC MARTINO, corporate advisor to the Claimant
SANDRA MARTINO, assistant to Mr Martino
NUI HARRIS, director of Claimant's subsidiary company
REGINA NOMMENSEN, assistant to Mr Harris
YEVHENIYA SOPHOCLES, counsel
SCOTT BIRKETT, expert witness
GEORGE SOKOLOV, Claimant party assisting
DR STEPHEN DONAGHUE KC, Solicitor-General of Australia
SAMUEL WORDSWORTH KC, Essex Court Chambers
PROFESSOR CHESTER BROWN, 7 Wentworth Selborne Chambers
DR NAOMI HART, Essex Court Chambers
DR ESME SHIRLOW, Shirlow International Law Office
PENELOPE BRISTOW, counsel assisting the Solicitor-General
JESSE CLARKE, general counsel, Office of International Law
LUCY MARTINEZ, counsel (investor-state disputes), Office of
International Law
KYLE DICKSON-SMITH, principal legal officer, Office of
International Law
STEPHANIE BROWN, senior legal officer, Office of
International Law
CHARLES LIGHT, senior legal officer, Office of
International Law
[Page 2]
ERIN MANUEL, senior legal officer, Office of
International Law
JEREMY SHIRM, director, Department of Foreign Affairs
and Trade
CRAIG BYDDER, Solicitor-General of Western Australia
ANNIE TAN, senior assistant state solicitor,
Western Australia
JOHN LOPEZ, Opus 2 International
[Page 3]
MR CLIVE PALMER (called) ...................1
Cross-examination by DR DONAGHUE ............3
Tribunal questions ....................29
[Page 4]
08:52 1 Tuesday, 17 September 2024
2 (9.30 am)
3 THE PRESIDENT: So now we can start Day 2 of this hearing.
4 Good morning to everyone; also to those who are watching
5 remotely.
6 We are ready to start with the examinations. Is
7 there anything the parties would like to raise before we
8 start with Mr Palmer's examination?
9 DR DONAGHUE: There's nothing from us, Madam President.
10 THE PRESIDENT: Thank you. On your side?
11 MR PALMER: Nothing from us, no.
12 THE PRESIDENT: Fine.
13 Then, Mr Palmer, I would like to ask you to sit at
14 the witness table.
15 (9.31 am)
16 MR CLIVE PALMER (called)
17 THE PRESIDENT: Can you please switch on the microphone and
18 then you leave it on, so you don't have to think about
19 it as we go along.
20 MR PALMER: Thank you.
21 THE PRESIDENT: Do you have your witness statements with
22 you?
23 MR PALMER: Yes, they are here (indicating).
24 THE PRESIDENT: I don't think you have to confirm to us that
25 you are Clive Frederick Palmer. You are the CEO of
Page 1
09:31 1 Zeph; you are also director of Zeph. You are also
2 director of Mineralogy International, which we call MIL,
3 and of Mineralogy.
4 MR PALMER: That's correct, yes.
5 THE PRESIDENT: You have provided us with a number of
6 written statements, seven in total, but those which are
7 relevant for our purposes today are witness
8 statements 1, 5, 6 and 7?
9 MR PALMER: That's correct, yes.
10 THE PRESIDENT: That's correct, yes.
11 You are heard as a witness. As a witness, you are
12 under a duty to tell us the truth. I would like you to
13 confirm this by reading the witness declaration into the
14 record. It should be on the table in front of you.
15 Is it?
16 MR PALMER: Yes. I solemnly declare upon my honour and
17 conscience that I will speak the truth, the whole truth,
18 and nothing but the truth.
19 THE PRESIDENT: Fine, thank you.
20 So you know, obviously, how we proceed. There may
21 be some introductory questions by the Claimant, and then
22 we turn to the Respondent for cross-examination.
23 MR PALMER: Certainly.
24 THE PRESIDENT: Who will do the introductory questions?
25 MR BYRNE: Thank you, Madam President.
Page 2
09:32 1 THE PRESIDENT: Yes, please.
2 MR BYRNE: We don't have any introductory questions.
3 THE PRESIDENT: You don't. Fine.
4 Then we can go directly to Respondent.
5 DR DONAGHUE: Thank you, Madam President.
6 (9.33 am)
7 Cross-examination by DR DONAGHUE
8 Q. Good morning, Mr Palmer.
9 A. Good morning.
10 Q. You are the ultimate 100% owner of both Mineralogy
11 Proprietary Limited and the Claimant, Zeph Investments;
12 is that right?
13 A. I am the 100% owner of Zeph Investments, and
14 Zeph Investments is the owner of Mineralogy.
15 Q. Thank you.
16 You agree that the decision to restructure the
17 Mineralogy Group in December 2018 and January 2019 by
18 interposing first Mineralogy International Limited and
19 then Zeph was a decision made by you personally?
20 A. Not at those dates. I made a decision back in June to
21 structure offshore -- I think it's in my witness
22 statement in early June. And subsequently -- if
23 I can explain -- subsequently, I think it would have
24 been in early January, I decided to do that structure
25 that you've outlined.
Page 3
09:33 1 Q. Alright. So the dates that I put to you were the dates
2 when the restructure occurred. Do you agree that the
3 restructure occurred with Mineralogy International in
4 December 2018?
5 A. December 2018.
6 Q. Yes.
7 A. I think it was the 12th or 14th maybe. The 14th,
8 I think.
9 Q. And then with Zeph in -- we'll come to the precise
10 dates, but in January 2019?
11 A. Yes. That's correct, yes.
12 Q. Yes. And my question was: the decision to undertake
13 that restructure was a decision made by you personally?
14 A. No. There was minutes -- board minutes, I think, which
15 are in my witness statements. It was made by the boards
16 of directors of the various different companies.
17 I made a decision that I wanted to restructure the
18 companies back in June 2018, as the ultimate holder of
19 the companies --
20 Q. Alright.
21 A. -- but those actual decisions had to be made in the
22 corporate structures and had to be endorsed by the
23 directors, who had to independently exercise their own
24 judgment in respect of those resolutions.
25 Q. Alright. Well, can Mr Palmer be shown C1/17/19. This
Page 4
[Page 5]
09:34 1 is your fifth witness statement at paragraph 51.
2 (Pause)
3 A. I'll just have a read of this.
4 Q. Of course. You can turn it up, or you can probably see
5 it on the screen in front of you, whichever is easier
6 for you.
7 A. Okay.
8 Q. And I'm inviting your attention to the fifth line down.
9 A. Okay. I'll just have a read of it. (Pause)
10 I'll just have a look at the preceding paragraph
11 quickly. (Pause)
12 Yes, I've read that.
13 Q. Yes, so all I was putting to you is what I thought was
14 uncontroversial in paragraph 51: that the decision to
15 incorporate in Singapore was a decision made by you
16 personally, solely by you.
17 A. It was. And it says here "[made] in June 2018" --
18 Q. Yes. Well, I'm going to explore the date with you.
19 A. Sure.
20 Q. But I'm just focusing on who made the decision.
21 A. Yes, I made the decision then that that was in my
22 interest to do that.
23 Q. Alright.
24 Now, in your various witness statements, do you
25 agree that you have identified the two dominant
Page 5
09:36 1 reasons -- sometimes you call them "dominant reasons" or
2 sometimes you call them "primary reasons" -- but the two
3 primary or dominant reasons for the restructure that
4 introduces Zeph, as being: (1) to secure funding for the
5 proposed Waratah coal mine in Queensland; and (2) to
6 obtain personal tax benefits if you moved to Singapore?
7 Do you agree that those are the two main reasons?
8 A. Well, the other reason which I should -- I've talked
9 about --
10 Q. Can we focus on the first two and then come to others?
11 A. Well, I think there's additional reason --
12 Q. I'm going to ask you if there are others.
13 A. Okay, sure.
14 Q. But are the two that I've identified the two --
15 A. They're two of the reasons. I wouldn't say that the
16 taxation reasons is the main reason. I'd say the coal
17 reason was a more primary reason, and there are other
18 reasons coming on from that, once that was taken.
19 Q. Alright.
20 Can we show Mr Palmer C1/18/28. This is your sixth
21 witness statement, paragraph 84. Again, it's probably
22 on the screen in front of you.
23 A. Mm-hm.
24 Q. So you say:
25 "... the dominant reason was to seek funding for
Page 6
09:37 1 coal and considering tax aspects for my personal tax."
2 And then there's a third reason:
3 "It ... seemed beneficial to have [a] structure set
4 up because it was good to diversify operations and seek
5 business opportunities."
6 Are they the reasons that you're putting to the
7 Tribunal?
8 A. Can I just have a check of that one? (Pause)
9 I say in paragraph 84 that the dominant reasons were
10 for the share swap and for coal and considering tax
11 aspects. But I also say:
12 "It also seemed beneficial to have the structure set
13 up because it was good to diversify operations and to
14 seek further business opportunities."
15 Q. Okay. So just to set the parameters for what the
16 Tribunal needs to consider, we have reason number 1,
17 coal funding; reason number 2, personal tax; reason
18 number 3, good to diversify operations and seek business
19 operations. Is that the total universe of reasons that
20 you are relying upon?
21 A. That's right. That's when I made the decision in June,
22 right?
23 Q. Okay. But they're the only three reasons you're asking
24 the --
25 A. Four is --
Page 7
09:39 1 Q. Four, alright.
2 A. Sorry.
3 Q. Okay. If you say "diversify" and "business
4 opportunities" are different.
5 A. Sure. Certainly, yes.
6 Q. Okay, fine.
7 Now, can we show Mr Palmer C1/4/69, which is your
8 first witness statement at paragraph 119. There you are
9 giving an account of a meeting with Mr Martino in
10 March 2018 to seek his advice. And as you can see a few
11 lines down that you situate it in time by saying it was
12 after your birthday, so it must have been in late
13 March 2018. That's how you're identifying the date?
14 A. That's how I recall it.
15 Q. Yes, okay. And at that meeting, you say that Mr Martino
16 advised you to restructure through a Singapore company;
17 is that right?
18 A. I'm just reading it, Mr Donaghue. (Pause)
19 Q. So particularly, to help you, at the top of 121.
20 A. Sorry, I was looking at 119. Can we have 121?
21 Q. 121 is just further down the page.
22 A. I've only got 119.
23 Q. Sorry.
24 A. Sorry.
25 Q. Paragraph 121 is now on the screen, if you see the first
Page 8
[Page 6]
09:40 1 sentence. (Pause)
2 A. Yes, Mr Martino advised me we should restructure in
3 Singapore because we thought coal funding would be hard
4 to get in Australia.
5 Q. Yes. Now, can you just confirm for the Tribunal that
6 there are no notes or agendas or recordings or any other
7 documentary records of this meeting between you and
8 Mr Martino in March 2018?
9 A. Not that I'm aware of.
10 Q. Alright. So you give quite a detailed account of this
11 meeting from paragraph 119 through to paragraph 125 of
12 this witness statement. And you're doing that just from
13 your memory, unassisted by any documents?
14 A. Can I just have a read of those, 119 to --
15 Q. Of course. 119 to 125. (Pause)
16 A. Yes, that's based on my memory and also access to those
17 documents referred to in his statements, which I still
18 have.
19 Q. Being the three documents you put up in your opening
20 yesterday: a newspaper article about the vetoing of the
21 Adani loan, an article about the National Australia Bank
22 ceasing loans, and the Coal Power Bill? They are the
23 three documents you are talking about?
24 A. No, there's an additional document which is in
25 paragraph 122 I draw your attention to, which is
Page 9
09:42 1 a report from Bloomberg in the United States, which had
2 carried out a thorough review of how accounting
3 standards would be changed in the future to declare
4 interests in coal mines, and coal financing would be
5 harder to get funded through banks, which was taking
6 place in the United States. And there was a concern
7 expressed that that would sooner or later happen in
8 Australia.
9 Q. Alright. But none of those documents are records in any
10 way of what you discussed with Mr Martino. So your
11 recollection or your account of your conversation
12 with Mr Martino is based on your memory of this meeting
13 that occurred five years before you signed this witness
14 statement?
15 A. It's my recollection. I think I can say that they were
16 devastating figures that I do remember, and real
17 concerns to us, because of the nature of the over
18 $100 million that the group had invested in coal.
19 Q. Now, your statement goes on, from 129, to talk about
20 a series of further meetings with Mr Martino.
21 A. Mm-hm.
22 Q. So you say that -- as you've said a few times already
23 this morning -- you made the decision in June 2018. But
24 then in 130, do you see you say: in late July,
25 Mr Martino advised you further about the benefits of
Page 10
09:44 1 restructuring in Singapore?
2 A. Mm-hm.
3 Q. And then there was another meeting in early August,
4 mentioned in 132?
5 A. Yes.
6 Q. And another meeting at the end of August, mentioned in
7 134?
8 A. Mm-hm.
9 Q. And another meeting in November, in 135?
10 A. Yes.
11 Q. Are there records of any of those meetings?
12 A. Not that I can recall. I was in daily contact with
13 Mr Martino on our business over that period of time.
14 Q. And even though you're in daily contact with Mr Martino,
15 you're able to tell this Tribunal five years later about
16 that quite precise sequence of meetings, just from your
17 memory?
18 A. Yes, I am. I realised that that's what we were doing,
19 sure. They were all pretty significant, those meetings.
20 I think if you go to, say, paragraph 131, to be
21 helpful:
22 "The Chinese Government-owned companies had lodged
23 appeals against" --
24 THE PRESIDENT: Can we please scroll up so we see 131 on the
25 screen.
Page 11
09:45 1 MR PALMER: Sorry.
2 THE PRESIDENT: Thank you.
3 A. Paragraph 131, for example, it relates to a meeting
4 I had with Mr Martino in respect of an appeal which had
5 been lodged against our royalty judgment the year before
6 in the Western Australia Supreme Court. And that was
7 a very significant matter for us: it was one that
8 required me to meet with him to discuss it. And in that
9 meeting, we discussed other things in respect of
10 Singapore and how that could be restructured.
11 Q. In your fifth statement, Mr Palmer -- I won't show it to
12 you unless you need me to -- you referred to the
13 restructure as the "Martino restructure". So would you
14 agree that his advice was important to your decision to
15 restructure the group?
16 A. I think when I got -- I decided to restructure in 2018,
17 I had to determine what the structure would be, if you
18 understand what I mean. There's a decision to say:
19 we'll go to Singapore. How will we go to Singapore?
20 What should the structure be?
21 So I personally favoured at that time incorporating
22 a company directly owned by me. And Mr Martino, over
23 the period of time and as events changed, gave advice
24 that we should have the three-tiered structure. At that
25 time, in June 2018, we were developing our business in
Page 12
[Page 7]
09:46 1 New Zealand separately. And it all came together later
2 on, after -- I never told Mr Martino that I intended
3 going his way or the other way. It wasn't until about
4 the 7th -- sometime after I returned on Christmas in
5 January 2019 that I made the final decision under which
6 structure.
7 Q. Thank you, Mr Palmer. We do have a lot of ground to
8 cover. My question was: did you rely heavily upon
9 Mr Martino's advice in the restructure that was
10 ultimately adopted?
11 A. I relied on my own independent judgment.
12 Q. Did you not rely upon Mr Martino's advice?
13 A. No, I considered all the advice I had got from him,
14 other situations that I researched, and I made the
15 decision.
16 Q. Alright.
17 Now, you're aware that Mr Martino had given
18 a statement -- about the meeting he had with you in June
19 and the subsequent meetings -- that was to be part of
20 the evidence in this Tribunal; you know that?
21 A. Mm-hm.
22 Q. Yes?
23 A. Yes, I'm aware of that.
24 Q. Yes. And you were present yesterday when I, during the
25 Respondent's opening, put up on the screen the letter
Page 13
09:47 1 that the Claimant wrote on 21 August withdrawing
2 Mr Martino and Mr Harris's evidence because it had
3 become irrelevant; do you recall that?
4 A. I don't recall it. But if you put the letter up,
5 I'll have a look at it.
6 Q. Well, I think -- I'm not sure that we can put it on the
7 screen, but I've got --
8 A. Can you hand up the letter?
9 Q. -- hard copies we can hand to the Tribunal.
10 THE PRESIDENT: Yes, you can do so, yes.
11 MR PALMER: Is that okay?
12 DR DONAGHUE: Can we hand a copy to Mr Palmer. (Handed)
13 So it's the third page, page 3 marked with the page
14 numbers at the bottom right-hand corner. And if you
15 could look at the third paragraph under the heading
16 "Witnesses and Experts", the second half of that
17 paragraph. Do you see where I'm referring to,
18 Mr Palmer?
19 A. Yes. I'll just have a read of the letter.
20 Q. Well, just focus on that paragraph. (Pause)
21 Let me know when you've finished reading that
22 paragraph, please.
23 A. Yes, I'm just down to "witness statements of ... Martino
24 and ... Nui ... Harris". (Pause)
25 Yes, sure.
Page 14
09:49 1 Q. So is it your position that evidence from Mr Martino,
2 the only person who you've identified as having given
3 you advice about the restructure, is irrelevant in the
4 proceeding that's now before this Tribunal?
5 A. Well, it's not my evidence; it was a submission that
6 we made, it's what the document says. I draw your
7 attention to the last line of the second-last paragraph:
8 "The Claimant, however ..."
9 Can I just read that?
10 "The Claimant, however, reserves its position in
11 respect of use which may be made of the witness
12 statements/expert reports for the merits and damages
13 phase of the Arbitration."
14 So these witness statements haven't been drawn for
15 the merits and the damages stage; they've been drawn
16 primarily because in our case that we are presenting to
17 the Tribunal -- they are our witnesses -- we don't need
18 to prove that anymore, we don't think, because we've
19 accepted that there was an admission made by the
20 Respondent that the Amend[ment] Act was not foreseeable.
21 And --
22 Q. Mr Palmer, my question to you was: are you saying that
23 Mr Martino's version -- sorry, I withdraw that, because
24 this is not exactly the same question I put to you
25 before.
Page 15
09:50 1 You can see you have given a detailed account of
2 your meeting with Mr Martino in March 2018 and the
3 meetings that followed, and you've seen those this
4 morning?
5 A. I wouldn't say it's detailed. But I've given
6 an outline, yes.
7 Q. Mr Martino had given an account, as the other person
8 present in those meetings. Are you saying that account
9 is irrelevant?
10 A. I'm saying that the whole thing's irrelevant in relation
11 to why we offshored. Yes, I do say [that].
12 Q. And you say that because you say that the Tribunal
13 shouldn't be considering the reason for the restructure
14 at all?
15 A. Well, it was our judgment. I think this is a really
16 forensic legal decision that we made to make sure we had
17 an efficient hearing here in The Hague.
18 Q. You thought the Commonwealth was wasting the Tribunal's
19 time by looking at this issue?
20 A. Yes, really I do, yes.
21 Q. And in order to prevent that waste of time occurring,
22 you decided that you would withdraw evidence that went
23 to those events, so that the Tribunal couldn't consider
24 it; that's what happened?
25 A. No, in light of the admissions that were made by the
Page 16
[Page 8]
09:51 1 Commonwealth, we thought the matters were no longer
2 relevant. And we, quite frankly, thought the
3 Commonwealth would have the same view.
4 Q. Now, you describe, going back to paragraph 19 -- 119,
5 rather, of the same statement, paragraph 119, you
6 describe some of the things that you say Mr Martino said
7 to you. And do you see five lines down or so, you say:
8 "... [he] provided [you] with a copy of the
9 Coal-Fired Power Funding Prohibition Bill 2017 and [the]
10 Explanatory Memorandum. I was shocked by it."
11 Do you see that?
12 A. Yes, yes.
13 Q. And do you recall that yesterday in your opening, that
14 was one of the documents that you flashed up on the
15 screen, the front page of the Coal-Fired Power
16 Prohibition Bill?
17 A. Yes, I think we got a copy.
18 Q. You said you were "shocked by it".
19 A. Mm-hm.
20 Q. And just keep reading down:
21 "The Bill was being processed through the Australian
22 Parliament at the time when I perused the Bill ..."
23 A. Mm-hm.
24 Q. And:
25 "... it appeared to have the effect of banning the
Page 17
09:52 1 financing of future coal projects. I subsequently spent
2 more time reading the Bill and [the] Explanatory
3 Memorandum, which confirmed my earlier fears."
4 Is that evidence true? Did you spend more time
5 examining the bill and the explanatory memorandum?
6 A. I did read it at the time. I can't recall it in detail
7 now --
8 Q. Okay.
9 A. -- but I recall looking at it.
10 Q. Alright. Well, I'll help with you that. Can we show
11 Mr Palmer Exhibit R-484, which is E2/484. And can you
12 just scroll down the page a little.
13 Can you see the bolded text in the middle of the
14 page, which to an Australian lawyer would be called the
15 "long title" of the bill? Do you agree with that?
16 A. I don't know, I'm not a lawyer.
17 Q. Okay, no. You were in Parliament for a while. You know
18 we have a long title of a bill?
19 A. Sure, yes.
20 Q. You see there that it says, "A bill for an Act to
21 prohibit Commonwealth support for coal-fired power
22 stations, and for related purposes"?
23 A. Yes.
24 Q. We'll go on.
25 Can we then bring up page E2/484/7. This is
Page 18
09:53 1 Section 5, which is the operative provision of the bill.
2 And can I invite you to have a look at Section 5(1).
3 (Pause)
4 A. Sorry.
5 Q. Have you got it, Section 5(1)?
6 A. Yes. okay.
7 Q. "5 Prohibition on Commonwealth support for coal-fired
8 power stations
9 (1) The Commonwealth or an authority of the
10 Commonwealth must not, on or after the commencement of
11 this Act:
12 (a) provide financial or other support to, or in
13 connection with, the refurbishment or building of
14 a coal-fired power station; or
15 (b) purchase, or assist the purchase or transfer of
16 ownership of, a coal-fired power station."
17 Focusing just on that provision -- and that's the
18 only substantive operative provision in this Act -- it's
19 about stopping the Commonwealth Government funding
20 coal-fired power stations; do you agree with that?
21 A. Well, I agree that's what that says. I haven't read the
22 whole bill recently.
23 Q. But you did read the whole bill?
24 A. Five years ago.
25 Q. Alright. Well, it's not a very long bill, Mr Palmer.
Page 19
09:55 1 If it really is necessary, you can keep reading down
2 Section 5 and go over on to Section 6.
3 A. Sure.
4 Q. But you've seen the long title of the bill. The long
5 title of the bill says it's "A Bill ... to prohibit
6 Commonwealth support for coal-fired power Stations".
7 A. Yes.
8 Q. So it's the same thing as you see in Section 5.
9 A. Can I assist you with your enquiry, Mr ...?
10 Q. Well, my --
11 A. What's your question, sorry?
12 Q. My question is: having read that, how could you possibly
13 have thought it had anything to do with Waratah Coal,
14 which is not about Commonwealth funding and not about
15 coal-fired power stations?
16 A. Well, because I'm a politician and I look at what's
17 happening in the community. And if an extreme measure
18 like that's happening with coal-fired power stations,
19 and related to the debate with coal generally, that's
20 a sign to me that the community is shifting.
21 And our coal projects -- we had a coal-fired power
22 station, which I'm sure you're aware of, in the
23 Waratah Coal projects. And you'll be aware too of the
24 other letter I showed the other day where the Premier of
25 Queensland had written at the same time to the Prime
Page 20
[Page 9]
09:56 1 Minister of Australia vetoing the funding of $1 billion
2 of funding --
3 Q. Commonwealth funding.
4 A. The Commonwealth funding, yes, to the Adani project.
5 That's not the Commonwealth writing; it's the State
6 writing to the Commonwealth.
7 So all of these things were signs to me that the
8 writing was on the wall, that it was a general political
9 movement -- Extinction Rebellion, we've seen it here the
10 other day -- all across the world that coal -- the
11 financing of coal was going to become more difficult,
12 and especially in respect of the Bloomberg report I --
13 Q. Mr Palmer, what you actually said, if you go back to 119
14 of your statement, the last sentence of paragraph 119 of
15 your statement, you said:
16 "I just could not believe that a new law was being
17 contemplated that, as I understood it at the time ..."
18 And you said you went and read it:
19 "... would ban the financing of the [Waratah] coal
20 projects."
21 That's just plainly not what that bill was doing.
22 A. Well, firstly, the Waratah coal projects includes our
23 power station. And it was doing that, right? And it's
24 a matter of public record that we had a power station
25 before the environmental authority, to be funded by
Page 21
09:57 1 coal-fired power station from our coal mine. We had --
2 Q. The coal mine that doesn't exist?
3 A. Sorry? The plan was for the coal mine to be developed
4 to fund the -- to provide coal to the power station, and
5 also to export it.
6 But it generally indicated that there should be
7 a red flag for financing coal projects in Australia.
8 And I wasn't confident to invest hundreds of millions of
9 dollars going forward.
10 Q. "Coal projects" being coal-fired power stations?
11 A. Both, because obviously coal is used for a purpose:
12 it goes into a power station. So if you're banning the
13 power stations, you're in effect affecting the mines.
14 Q. Now, Mr Palmer, you also say earlier in that paragraph
15 that this bill was being "processed through the
16 Australian Parliament at the time". Did you make
17 enquiries about who introduced that bill?
18 A. No. I think it was -- I didn't make enquiries, but
19 I think I had a discussion at some time with Adam -- was
20 it Adam Bandt? It was --
21 Q. It was actually Senator Richard Di Natale, the then --
22 A. Di Natale, the leader of the Greens.
23 Q. The then leader of the Greens.
24 A. Yes.
25 Q. So it was introduced by the Australian Greens Party.
Page 22
09:58 1 A. Yes.
2 Q. And would you agree -- including based on your time in
3 Parliament -- that legislation introduced by the
4 Australian Green Party can never be enacted without the
5 support of at least one of the major Australian
6 political parties?
7 A. That's normally the situation, depending upon the
8 political position of the Greens. In the Gillard
9 government, for example, they had the balance of power
10 and they were able to get a lot of their acts up --
11 Q. But only if they had the support of one of the other
12 major --
13 A. Normally, yes.
14 Q. Yes. This bill, I suggest to you, did not have the
15 support of either of the other political parties.
16 That's true, isn't it?
17 A. I didn't make any further enquiries, to be honest with
18 you, about it. I was just concerned that there was
19 a bill before the Parliament that would do this. It was
20 more or less looking at the signs of what was happening,
21 and the debate that the world was moving away from coal,
22 financial institutions were being utilised in a number
23 of western countries so coal financing was more
24 difficult. And my own bank had stopped financing
25 coal -- new projects in Australia, which --
Page 23
09:59 1 Q. We'll come to that in a moment. Can we just focus on
2 this bill.
3 A. Yes.
4 Q. My question is: is your evidence that you were relying
5 upon a bill introduced by the Greens Party, I think you
6 said without knowing whether it had the support of
7 either of the major parties, that was actually about
8 coal-fired power stations? That was part of your
9 reasoning, the first reason you produce in your witness
10 statement, for restructuring your corporate group to
11 Singapore? That's what you're saying?
12 A. That was one of the things I considered. I didn't rely
13 on it for anything in particular. I considered that to
14 format why I made that judgment.
15 Q. Well, it's one of the three things you've identified to
16 the Tribunal.
17 A. Yes, that's right, that's true.
18 Q. Alright. And it didn't actually provide any reason to
19 restructure to Singapore at all?
20 A. Sorry?
21 Q. A prohibition on Commonwealth support for coal-fired
22 power stations is quite a different topic from whether
23 or not you would be able to raise global finance for
24 a large coal mine. They are different topics.
25 A. Well, I think that's a naive assessment, with respect.
Page 24
[Page 10]
10:00 1 The ability to raise finance, [in] my experience, is
2 often influenced by the community in which the money is
3 going to be raised. And in particular, in relation to
4 financial matters, it's well known that Singapore is
5 a much more serious financial centre of the world than
6 Sydney.
7 Q. Alright. Well, we'll come to that shortly.
8 Can I ask you to turn to 122 of the same statement,
9 which is C1/4/70.
10 A. Certainly.
11 Q. You'll see the heading "National Australia Bank will not
12 fund coal".
13 A. Yes.
14 Q. This is the second reason you gave. And if you look
15 about five lines down, you say:
16 "What really shook me up at the meeting was when
17 Mr Martino told me about the announcement made in
18 December 2017 by Mineralogy's bank, the National
19 Australia Bank, that it would not advance credit or
20 loans to coal ... anymore."
21 So you were relying upon an announcement by one
22 major Australian bank that it wouldn't fund coal
23 projects anymore as the second reason for the move?
24 A. Well, I think it had a -- the National Australia Bank
25 was my bank that I banked with for nearly 40 years, and
Page 25
10:01 1 it was the bank that I'd be relying upon to do
2 a memorandum, to have the size to be able to raise
3 funds. So, you know, any bank, in financing large
4 amounts of capital, rely on their client relationship,
5 their track record and the element of trust. So I was
6 very surprised that this decision was made without
7 consultation with me.
8 Q. If you were really shaken up by the announcement that
9 the National Australia Bank wasn't going to fund coal
10 projects anymore, did it occur to you at the time to
11 make enquiries about whether any other banks had made
12 similar announcements?
13 A. Yes, I did make enquiries, I think it was with the
14 Bendigo Bank, it was with the -- which was owned at the
15 time, I think, by the Bank of Adelaide, from
16 recollection; they may have changed since then -- and
17 the ANZ Bank in Queensland. I met with one of their
18 executives, I can't recall the exact date but in that
19 period, and he had confirmed to me the ANZ Bank was no
20 longer funding coal projects in Australia and they
21 didn't intend to, so --
22 But, you know, we have in Australia four (sic) large
23 banks: the ANZ Bank, the National Australia Bank, the
24 Commonwealth Bank, which is partly owned by the
25 Government. And if you really can't get the support of
Page 26
10:02 1 those four (sic) banks, you can't rely on any advisor to
2 have any standing to raise this sort of capital. In
3 Singapore, it's just the opposite.
4 Q. So you said you made enquiries with some Australian
5 banks. Did you make enquiries with Singapore banks as
6 to whether any of them had similar announcements?
7 A. Not at that stage.
8 Q. Do you agree it would make little sense to restructure
9 to Singapore to access coal financing if Singapore banks
10 were making similar announcements to the Australian
11 announcements that had caused you to give up on
12 Australian funding?
13 A. No, because -- if I could just explain why -- most large
14 financings are done on a global basis and they normally
15 consist of credit committees. It's quite common for
16 most financial institutions that their credit committees
17 are made up of executives from the major financial
18 centres in the world, such as London, New York,
19 Hong Kong and Singapore. And you can access that
20 funding and that advisory service, and they're the
21 people that make the decisions on whether they'll go
22 ahead or not; not a bank in Singapore.
23 The funding we were seeking was much larger than
24 could be provided by one bank: it would normally be
25 a syndicate of banks, and that would normally be a --
Page 27
10:04 1 happen by an arranger. So we needed a skilful arranger
2 that supported the project and we'd go ahead with it.
3 And in this sort of environment -- and that couldn't be
4 found in Australia. And Singapore is one of the major --
5 and was the closest major financer in the world.
6 But my decision was based on that we couldn't fund
7 the project in Australia, and that as a director of the
8 company, unless I could find another way, I would have
9 to write off the investment and close the project down
10 as my responsibilities under the Corporations Law.
11 I didn't want to do that.
12 Q. Alright. So you didn't know at the time that one of the
13 three major Singaporean banks -- I'll put this to you --
14 that one of them, DBS, already had a policy against
15 funding coal mines?
16 A. No, I didn't.
17 Q. You didn't know?
18 A. No.
19 Q. But your evidence seems to be you would have been
20 untroubled even if you'd known that at the time, even
21 though it really shook you up when the NAB made the same
22 announcement?
23 A. Well, NAB shook me up more because I was close to them
24 and I knew them, right?
25 My decision wasn't so much based on what any bank
Page 28
[Page 11]
10:05 1 did in Singapore in particular, it was based on my
2 alternatives: either close the project down, wind it up.
3 And my duties as a director were to come up with a plan
4 to try to get this project funded on an international
5 basis. And based on my previous experience -- and we
6 had raised $100 million more through Queensland Nickel
7 on ships in Singapore probably three years ago -- the
8 advisors in Singapore were better placed to launch this
9 international financing if we could.
10 THE PRESIDENT: Dr Donaghue, do you mind if I ask for
11 a clarification?
12 DR DONAGHUE: Not at all.
13 THE PRESIDENT: I understand what you are saying about
14 the red flags, that coal would be more difficult to
15 finance as a general trend in the world. However, what
16 I don't understand is why you cannot raise financing in
17 Singapore without having a company that's incorporated
18 in Singapore.
19 A. Oh, sorry, that's another question. Well, as I said to
20 you, that was just my own judgment, based -- as I said,
21 I had previously been raising funds in Hong Kong, and
22 we --
23 THE PRESIDENT: Did you have a company incorporated in
24 Hong Kong to raise funds in Hong Kong?
25 A. Yes, I think we did, yes, at the time.
Page 29
10:06 1 THE PRESIDENT: You think you did?
2 A. Yes. That was back 16 years ago, so I'd have to check
3 the records. But I think we did.
4 DR DONAGHUE: Just to clarify, you're talking about equity
5 fundraising, not debt finance?
6 A. That's correct, yes. That was different. But I'm just
7 trying to say that it's quite common for large
8 international transactions to be -- to have an entity or
9 subsidiaries in various countries.
10 THE PRESIDENT: In various countries, I understand that
11 easily. What I'm not sure of is that you have to be
12 incorporated in the jurisdiction where at least the lead
13 bank would be.
14 A. Well --
15 THE PRESIDENT: Is this what you're saying?
16 A. Well, if I can just explain.
17 My judgment was based upon a conversation I had back
18 in 2008 with a lawyer from Linklaters, who suggested to
19 me that it was always better to have a financial vehicle
20 in the local jurisdiction.
21 THE PRESIDENT: But that was about an IPO in Hong Kong --
22 A. No, that was about --
23 THE PRESIDENT: -- if I'm not mistaken.
24 A. No, that was about fundraising, because there was an IPO
25 to raise equity, and then in the business plan there was
Page 30
10:07 1 debt funding to come after the equity was raised, right?
2 And so the question just came up generally in the
3 meeting, "Oh, well, where are you going to raise your
4 debt funding?" I said, "Well, I thought Singapore or
5 Hong Kong". That's what I said, from memory. And
6 he said, "Oh, well, if you're going to raise money in
7 Singapore, you're better to have a Singapore subsidiary
8 as a project vehicle and not have the funding all tied
9 up in the group". That's all the comment was.
10 And for that reason, I said: well, if we're going to
11 Singapore, we'll get a Singapore company.
12 THE PRESIDENT: And on this basis you made the decision to
13 incorporate in Singapore, without enquiring further?
14 A. Yes, I did, because I had a lot of confidence in the
15 people in the meeting, which was Linklaters, other US
16 lawyers, from memory.
17 THE PRESIDENT: But that was ten years before.
18 A. That's right. But I'm a very conservative person,
19 right? That's what I did.
20 THE PRESIDENT: The problem is the world is not necessarily
21 conservative; it moves on, right?
22 A. Well, yes. I've done alright.
23 But for me, at the time I made the decision, was:
24 I didn't want to not do my duty as a director, right?
25 And I had to come up with a quick plan at that time, in
Page 31
10:08 1 June 2018, to provide a way forward for us, because
2 I genuinely believed, rightly or wrongly, that we
3 wouldn't be able to raise coal financing or actually get
4 a good advisor from Australia.
5 Now, when you have a good advisor, one of the
6 critical things is his bank is going to provide some of
7 the money. That gives other people confidence. So if
8 you're going to raise a couple of billion dollars, you'd
9 hope to have an advisor that would take $50 million or
10 $100 million of the capital. So I didn't think that
11 that would be achievable in Australia. So --
12 THE PRESIDENT: I think you answered my question.
13 A. Sorry.
14 THE PRESIDENT: So we're fine, and I apologise for the
15 interruption.
16 DR DONAGHUE: Not at all, Madam President.
17 Can we move on to a different matter. Can Mr Palmer
18 be shown C1/18/28, which is your sixth witness
19 statement, Mr Palmer, at paragraph 86. Do you see that
20 on the screen?
21 A. Paragraph 86, is it?
22 Q. Yes. You can see there, from the second sentence, that
23 as you've been saying this morning, you decided in June
24 to implement the restructure. And then you say:
25 "When I discovered that nothing of substance had
Page 32
[Page 12]
10:09 1 happened some five months later, I was disappointed and
2 demanded we get things moving ... I am not in business
3 to tread water. I led by example ..."
4 A. Mm-hm.
5 Q. So would you agree that that evidence that we see there
6 is your explanation for the apparent urgency with which
7 Zeph was incorporated in January 2019?
8 A. No.
9 Q. You wouldn't agree with that?
10 A. No.
11 Q. Alright. Did you see -- well, you would have seen
12 yesterday during --
13 A. I can tell you the urgency.
14 Q. Well, could you just answer my question, Mr Palmer. You
15 were present when I put up on the screen, in our opening
16 yesterday, a series of emails starting on Saturday night
17 on 16 January and that finished on Sunday, with multiple
18 references to how urgent it was to incorporate the
19 company, and then the company was incorporated on the
20 Monday. You saw that email chain?
21 A. Yes, that was in January.
22 Q. January 2019.
23 A. Not November 2018, right?
24 Q. No, indeed.
25 A. Sorry, I'm just ...
Page 33
10:10 1 Q. The question I put to you was: did you agree that the
2 evidence is your explanation for the urgency of Zeph
3 being incorporated in January 2019? And you --
4 A. No, I don't agree.
5 Q. You did not agree with that?
6 A. No.
7 Q. Do you agree that Zeph was incorporated in situations of
8 urgency in January 2019?
9 A. Yes, I do.
10 Q. You do agree with that. Alright.
11 Now, you also agree that Zeph did not immediately
12 take steps to seek to approach any Singaporean banks to
13 raise coal financing straight after its incorporation?
14 That's true, isn't it?
15 A. Yes, that's true.
16 Q. And you didn't immediately take steps to proceed to
17 obtain any personal tax advantages from Zeph being
18 there?
19 A. That's true, yes.
20 Q. So the two principal or dominant rationales that you
21 identified don't explain the urgency that we see in that
22 email chain in January 2019; do you agree with that?
23 A. Yes, I can explain it to you.
24 Q. Well ...
25 A. If you want me to.
Page 34
10:11 1 Q. I'm all ears, Mr Palmer. Please do.
2 A. Okay.
3 So as you'll see, the incorporation date, I think it
4 was 21 January. And Michael Mash[ayanyika], who appears
5 in the record, returned to Australia in December,
6 I think it was, and indicated that we had an opportunity
7 to buy a shipping company in Singapore, and that that
8 opportunity was limited: unless we could close the
9 transaction out by 30 January, we would lose that
10 opportunity. And the company was incorporated on
11 21 June, and we obtained ownership of Visco I think
12 about ten days later, through the lawyers, on
13 31 January.
14 Q. Okay. So you're now saying the urgency was because of
15 the brilliant business opportunity accorded by the
16 opportunity to acquire the engineering companies?
17 A. Yes, we thought it was a good opportunity.
18 Q. What due diligence had you done to reach that
19 conclusion?
20 A. Well, we'd done the due -- Michael Mash had been up
21 there, and we'd done the due diligence on the clients
22 that they service and the people they provide to those
23 clients. And we identified --
24 Q. Is there a single document to suggest that's true?
25 A. Well, I'd have to look at his statements at the time.
Page 35
10:13 1 But at the time, anyway, this is what he said to me,
2 right? And we wanted to get into shipping because we'd
3 already funded three ships through Singapore in our
4 nickel business, all carriers, and we thought that that
5 was a good sector to get into. So we saw that that
6 sector had 60 people, and the amount of money they'd
7 want was less than I'd earn in two days, so we thought
8 it worth buying that structure and get moving with it.
9 Q. As the learned President put to you in starting, you've
10 given seven witness statements in this proceeding.
11 A. Mm-hm.
12 Q. What you've just said doesn't appear in any of them, not
13 one. You've never said that in any of the seven
14 statements you've sworn for this proceeding.
15 A. Well, you've never asked me before.
16 Q. Well, you've given accounts of the reasons you were
17 doing this restructure --
18 A. Mm-hm.
19 Q. -- and you've never said, "Oh, I couldn't pass up the
20 opportunity to acquire Visco".
21 A. Well, I mean, it's on the record that we acquired it
22 within ten days of it being incorporated. It's not in
23 any way unusual for me. I normally don't tell people
24 why I do things in business.
25 Q. Okay. So just to make sure I'm clear, you say the
Page 36
[Page 13]
10:14 1 reason for the urgency was to acquire Visco. There's no
2 documentary evidence of due diligence on Visco?
3 A. Not that I'm aware.
4 Q. Or either of the other two engineering companies?
5 A. No. It was my decision, that we could risk the money.
6 Q. You've read, I assume, all the evidence the Respondent
7 filed in these proceedings; is that true?
8 A. No, not all the evidence, no.
9 Q. You haven't read all of the evidence, okay.
10 Are you aware that Professor Lys has analysed the
11 accounts of the engineering companies?
12 A. No.
13 Q. You're not aware of that at all?
14 A. No.
15 Q. Okay.
16 A. Oh, sorry, I am aware from what you said yesterday.
17 Q. Yes, alright.
18 So the Claimant, your team, didn't choose to put on
19 any evidence disputing Professor Lys's analysis of the
20 engineering companies; that's true, isn't it?
21 A. That's true.
22 Q. And is it reasonable for the Tribunal to proceed on the
23 basis that that means you didn't have any basis to
24 dispute his analysis of the accounts of the engineering
25 companies?
Page 37
10:15 1 A. I don't think so. I think the procedural order doesn't
2 require us to cross-examine people. I'd have to go to
3 the procedural order.
4 Q. Well, the procedural order doesn't require you to
5 cross-examine --
6 A. Sorry --
7 Q. -- but it says it goes to weight.
8 A. -- I just wanted to complete. I thought it said that it
9 would be taken that we didn't dispute them.
10 Q. No. But then in the end, we have an expert economist
11 analysing the accounts that says these companies were
12 all failing, and no evidence to suggest otherwise.
13 A. Well, the advice I received was that he wasn't much of
14 an expert to worry about.
15 Q. Professor Lys?
16 A. That's correct, yes. So we -- I accepted that advice.
17 Q. Alright.
18 A. I don't think -- I think the advice was he hadn't worked
19 at all in industry in his life since graduation.
20 Q. He was analysing relevantly here the accounts of
21 a company. You're suggesting that a man with his
22 distinguished academic record can't read the financial
23 statements of a company?
24 A. Well, yes, as I said, I haven't got access to his
25 analysis, I haven't read it.
Page 38
10:16 1 Q. Well, you do have access to it.
2 A. Yes.
3 Q. You've chosen not to read it.
4 A. But as I said, my decision was solely based on that
5 I wanted to get into that sector in Singapore. There
6 were a number of employees, we knew the people that they
7 were doing with, and we thought: it only costs a day or
8 two's income to do it. That was the basis we did it on.
9 Q. Alright.
10 Can I ask you to look back to your first witness
11 statement. This is C1/4/72.
12 A. What number is it?
13 Q. Paragraph 131.
14 A. 171 (sic).
15 Q. It's page 71. You can see it on the screen. It's under
16 the heading "Royalty Judgment Appeal".
17 A. At 131?
18 Q. Yes.
19 A. Yes.
20 Q. And you refer to the fact that:
21 "The Chinese Government-owned companies ..."
22 The CITIC companies:
23 "... had lodged appeals against the [CITIC]
24 Judgment. Because of this, no applications or
25 appointments could be [made] with ... arrangers or
Page 39
10:17 1 Singapore banks until the appeal was resolved ...
2 I concluded in late July of 2018 we had time to
3 establish the Newco and complete the restructure and
4 there was no rush. On the contrary the prudent
5 course was to await the outcome of the appeal."
6 So you say you decided in June 2018 to do the
7 restructure, but then in July you decided to wait until
8 the outcome of the royalties judgment; is that right?
9 A. As far as the seeking of the finance, it would be,
10 because the banks -- you only get one opportunity to go
11 and put your best foot forward, and the royalty judgment
12 was giving us -- well, it gives us now about
13 $600 million a year.
14 Q. Just focusing on what you've said:
15 "... we had time to establish the Newco and complete
16 the restructure ..."
17 So what you decided to do was to defer the
18 restructure until the appeal in the royalties judgment
19 was over? That's what you say.
20 A. No. I said we had time to do that. The assumption is,
21 you're saying, to do the restructure. But the
22 assumption was that wouldn't need -- we couldn't
23 approach the banks until such time as we had the outcome
24 of the royalty judgment, so our cashflow and revenue
25 would be certain. Otherwise I'd see that as a red flag,
Page 40
[Page 14]
10:18 1 because there's still appeal.
2 Q. Mr Palmer, I'm not making an assumption, I'm just
3 reading what you wrote, that:
4 "... I concluded in July of 2018 we had time to
5 establish the Newco ..."
6 Which is what you were calling Zeph in this
7 statement.
8 A. Yes.
9 Q. "... and there was no need to rush. On the contrary the
10 prudent course was to await the outcome ..."
11 A. That's true.
12 Q. So you decided to await the outcome of the royalties
13 judgment for the restructure?
14 A. Not for the restructure but for a -- there was no need
15 to -- well ...
16 Q. "[C]omplete the restructure", that's what you wrote.
17 A. Yes, well, that was our view at that time, in July 2018.
18 Q. Now, the appeal judgment on the royalties judgment, will
19 you take it from me, was handed down on 21 May 2019?
20 A. That's correct, yes.
21 Q. Yes. And that, for the Tribunal's reference, is CLA-6,
22 which is Opus F1/6. You don't need to bring it up.
23 So the royalties judgment that you decided it would
24 be prudent to wait for didn't happen until five months
25 after the restructure?
Page 41
10:19 1 A. That's true, yes.
2 Q. So that, having decided it was prudent to wait, you
3 didn't. And the reason you've given is: Visco was such
4 a great opportunity you should proceed. Is that right?
5 A. That's right.
6 Q. And that's not something you felt the need to say in any
7 of your statements?
8 A. No. I'm not used to being accountable to anybody.
9 Q. Alright.
10 Now, Mr Palmer, you say that Mr Martino told you
11 Singapore banks -- this is in the same statement we're
12 in, it's paragraph 126 and 127 -- that Singapore banks
13 "were [still] lending to coal projects", and that having
14 a Singapore company -- I'm reading here from 126.
15 A. I'm sorry, I can't -- is that coming up?
16 Q. Sorry, yes, let's wait till it comes up.
17 So you see the heading "Singapore Banks Lending for
18 Coal"?
19 A. Yes.
20 Q. You had further conversations with Martino over the
21 coming months:
22 "... he ... advised that Singapore banks were
23 lending to coal ... He told me ... once a restructure
24 was achieved to ensure that the shares ... were owned by
25 a Newly Incorporated Company (Newco), being a Singapore
Page 42
10:20 1 company, it would [be] easier to get funds ..."
2 So this is the topic the learned President was
3 asking you about.
4 And then:
5 "Mr Martino advised that the quickest way to
6 establish operations in Singapore for Newco would be to
7 incorporate a new company and then [to] acquire ...
8 established business[es] ..."
9 That doesn't look like -- well, I withdraw that.
10 Now, do you agree that there are only three banks in
11 Singapore that were candidates for arranging
12 international project finance on the scale that you were
13 talking about?
14 A. No.
15 Q. Other than DBS, OCBC and UOB, which banks do you say
16 were capable of arranging --
17 A. Credit Suisse.
18 Q. A Singaporean bank?
19 A. It's a bank -- it's a world bank operating in Singapore
20 and it raises funds --
21 Q. And Sydney.
22 A. Sorry?
23 Q. And Sydney.
24 A. No. No decision-makers of Credit Suisse were ever in
25 Sydney; just supplicants that can suck up to the
Page 43
10:21 1 Australian Government, you know? That's a lot of
2 rubbish.
3 Q. So you count as a Singaporean bank global banks that
4 have branches in Singapore?
5 A. I count as a Singaporean bank people that have
6 individuals located in Singapore that can produce money.
7 And there are a number of international banks that have
8 very senior people, who are the managing director for
9 all of Asia, normally based in Singapore, and those
10 people serve on the credit committees of all the major
11 banks, in my experience. They don't serve on banks in
12 Sydney. And the people that serve on the banks in
13 Sydney are very much interested in the domestic
14 operation, rather than the international operation.
15 Q. Can we show Mr Palmer, please, D2/2/4. (Pause)
16 This is an extract --
17 A. I still haven't got it, sorry.
18 Q. When you see it; I'm just telling you where it's come
19 from.
20 A. Yes.
21 Q. It's a page from the first witness statement of one of
22 the Respondent's experts, Mr George Rogers.
23 You can see in paragraph A.1.1.2 that Mr Rogers has
24 "specialised in the financing of mines for over
25 30 years", and has "structured, lent and advised on
Page 44
[Page 15]
10:23 1 several billion US dollars of project finance debt for
2 mining projects across the world".
3 He worked for Rothschild & Sons, "the pre-eminent
4 lender to mining projects" at the time he was there;
5 Morgan Grenfell; set up -- as what you can see in
6 1.1.5 -- the mining project business of Investec Bank.
7 And at 1.1.8, at around the time, in 2017 to 2019, that
8 you were considering the restructure, he was "in active
9 discussions with potential coal lenders and investors
10 during the period".
11 You're aware, aren't you, that the Claimant was
12 entitled to cross-examine Mr Rogers?
13 A. The Claimant was, yes.
14 Q. Yes. Or it was open to the Claimant to engage its own
15 expert to join issue with the things said by Mr Rogers;
16 you're aware you could have done that?
17 A. Could have done that, yes.
18 Q. You didn't do either of those things?
19 A. No. Do you want to know why?
20 Q. No, I don't.
21 THE PRESIDENT: Can I just ask why?
22 A. Well, we looked at Mr Rogers's CV and we saw that his
23 most recent experience in 2017 was in Poland and that
24 that deal never went ahead. And in looking at his CV --
25 looking at a normal CV of a real project financier, it
Page 45
10:24 1 normally has the deals they've done, "I raised so much
2 from so-and-so", and it normally lists the transactions
3 they've done.
4 And we find people in merchant banks that have just
5 worked for them, have not been the decision-makers, and
6 really have little experience in how money comes
7 together on that scale. And that's why we didn't think
8 he was worth dealing with.
9 THE PRESIDENT: Why did you not get as your expert someone
10 who would have the credentials that you were missing in
11 Mr Rogers?
12 A. Well, certainly we could have done that. But we
13 formed -- I don't know whether this is privileged or not
14 privileged, but I'll just say the answer.
15 THE PRESIDENT: Yes, maybe -- well, answer if you want to
16 answer.
17 A. Yes.
18 THE PRESIDENT: If you don't want to answer, then you don't
19 have to.
20 A. No, I'd rather answer. I'd rather answer, so we know --
21 DR DONAGHUE: Can I just say before Mr Palmer answers,
22 depending on what he's going to say, if this is about to
23 be an attack on Mr Rogers --
24 A. No, it's not about Mr Rogers attack.
25 DR DONAGHUE: Alright.
Page 46
10:25 1 A. Okay.
2 So there was that reason which I've just explained
3 to you about the CV, et cetera. But the other reason
4 was that we did take a forensic decision that we thought
5 it was best to assist the Tribunal efficiently in
6 dealing with the real matters that would be at this
7 hearing, and I think I said that yesterday.
8 So that's all.
9 THE PRESIDENT: That's fine. That answers my question,
10 thank you.
11 DR DONAGHUE: Now, can Mr Palmer be shown D2/2/11.
12 You see there the paragraph marked F.6.2.1?
13 A. Sorry, it's just changed.
14 Q. The top paragraph on the page.
15 A. "To identify any preference for financing"; that one?
16 Q. Yes, that one.
17 A. "... the coal projects ..."
18 Q. So you can see Mr Rogers is referring to a database
19 called the IJ Global database --
20 A. Mm-hm.
21 Q. -- which is, for your information, the same database as
22 was mentioned in the Straits Times article that you
23 referred to yesterday. And you can see there that,
24 relying on data in that database Mr Rogers says:
25 "... none of the three Singapore banks ..."
Page 47
10:27 1 The three Singapore banks that he identifies back in
2 paragraph 4.1.2 --
3 A. Which was the indigenous Singapore banks; is that
4 correct?
5 Q. Yes.
6 A. Sorry, just to --
7 Q. The three based in Singapore, none of them had ever been
8 involved in financing a new coal mine. You have no
9 basis to dispute that, do you?
10 A. I don't think that's correct, but I've got no basis to
11 say.
12 Q. You've got no basis to say.
13 A. No.
14 Q. He's saying he relied on the database to get that data,
15 and you can't tell the Tribunal different, can you?
16 A. Well, I'd just say it's not relevant.
17 We were considering the large international banks
18 that were based in Singapore and have managers for all
19 of Asia, including China and Hong Kong. That's what we
20 were targeting when we went to Singapore. It wasn't
21 just a bank that was a Singapore bank collecting
22 Singapore savings. He's talking about Singapore banks,
23 I think, that are based in Singapore, that are normally
24 like trading banks.
25 I hope that's helpful.
Page 48
[Page 16]
10:28 1 Q. Now, going to D2/2/22. (Pause)
2 A. Yes?
3 Q. Just pardon me one moment.
4 A. Okay.
5 Q. So again, just inviting you to read 5.7.1, 5.7.2.
6 A. Mm-hm.
7 Q. Again, you have no basis upon which you dispute that;
8 you just say you were -- do you agree with that?
9 A. I'll just read it. (Pause)
10 I don't know anything about that really. I look at
11 G.5.7.3 on the same page, where he says that he would
12 have expected me and Mr Martino to have met those three
13 Singapore banks, which we never would have, because they
14 don't have the lead arranging experience that we were
15 seeking on a global scale, from the international
16 finance community, to access through Singapore.
17 Q. Your evidence seems to be, Mr Palmer, if I'm
18 understanding you correctly, that you wanted to
19 restructure Mineralogy to have a company based in
20 Singapore even though the banks that you wanted to talk
21 to were not banks based in Singapore. If their central
22 offices were somewhere else, why not relocate to the
23 jurisdiction where the central offices were?
24 A. Well, how international banks are structured is they
25 have various regions where they have CEOs that have
Page 49
10:30 1 authority to carry out deals at that level, and they
2 have various approval levels on that authority, and
3 money is allocated between the different areas. And
4 also they have a global credit committee, which then has
5 representatives on that committee which look if there
6 are special deals that should be filtered down.
7 So basically, we wanted to get to those people, and
8 those people were in Singapore.
9 Q. You're saying that Singapore was a particular locus of
10 expertise for mining finance; is that your proposition?
11 A. Yes, well, for example, there was --
12 Q. Can you just answer the question. For mining finance,
13 there was special banking expertise in Singapore?
14 A. Yes, there were, yes.
15 Q. That's your evidence?
16 A. Yes. Well, can I answer the question?
17 Q. Please.
18 A. If you go to the expert that we have in this procedure,
19 Mr Migliucci, he gives his CV and he shows you he's
20 a former head of Credit Suisse in Singapore. He lists
21 the financing deals he did internationally: you'll find
22 there's a couple of trillion dollars worth of deals
23 there.
24 THE PRESIDENT: Is Migliucci not one of those who has been
25 withdrawn?
Page 50
10:31 1 DR DONAGHUE: He is.
2 THE PRESIDENT: Yes, so it's --
3 A. I just give you the example.
4 THE PRESIDENT: I mean, I understand what you're saying.
5 You're saying global banks have in Singapore their head
6 offices for the Asian region --
7 A. That's correct.
8 THE PRESIDENT: -- and therefore they have people who can
9 make decisions at the --
10 A. At the top level.
11 THE PRESIDENT: -- at the regional level more than elsewhere
12 in Asia.
13 A. Yes.
14 THE PRESIDENT: Is that a correct summary?
15 A. Yes. And also that they can go to the very top level on
16 a global basis too from that.
17 THE PRESIDENT: Of the global management?
18 A. If they need to, yes. That's what we're trying to say.
19 THE PRESIDENT: Thank you. Sorry for the interruption.
20 DR DONAGHUE: No, thank you, Madam President.
21 Can Mr Palmer be shown D2/2/24.
22 A. Yes, I'm there.
23 Q. Can you see the heading "Bank appetite for coal in ...
24 2019"?
25 A. Yes, I can, yes.
Page 51
10:33 1 Q. Can I ask you to read the first paragraph under that
2 heading, and then the third paragraph, 7.1.3. (Pause)
3 A. Yes.
4 Q. I'll ask that we scroll down. You can see there's
5 a table with Xs indicating banks with a policy that
6 would prevent lending for new thermal coal mines. So
7 ANZ didn't have such a policy, BBVA did.
8 Then if we scroll on to the next page, you can see
9 there's lots of crosses, lots of banks' policies
10 against. And then paragraph 7.1.4 --
11 A. Are these Singapore banks, sorry?
12 Q. No, they're not just Singaporean banks.
13 A. Ah, sorry. Okay.
14 Q. We've got quite a number of Australian banks, quite of
15 number of others: Canadian, African. So you could --
16 A. Is there a question?
17 Q. Well, I'm asking you to look at the whole table.
18 I asked you to read 7.1.1. There Mr Rogers says these
19 are banks which, in his experience, were "the major
20 project financiers of new mines". That's what you're
21 seeing in this table.
22 A. Yes.
23 Q. And you can see most of them have a policy against
24 lending to new thermal coalmines.
25 A. Well, we'd say it's just not true.
Page 52
[Page 17]
10:34 1 Q. It's just not true?
2 A. That's not true. I can give an explanation why we'd say
3 it's just not true is because, for example, the Adani
4 project, which was next to our project, was funded in
5 Singapore, the same size project as us, during 2021.
6 Q. You said that yesterday as well. What evidence do you
7 have to support the proposition that Adani was funded in
8 Singapore?
9 A. By discussions with the CEO of Adani, who told me how he
10 organised the funding. They established a company in
11 Singapore and they arranged funding -- there were
12 merchant banks that provided funding through the various
13 suppliers of equipment that were happy to participate in
14 the syndicate, right? And there were banks who were
15 happy to come in from India. And the State Bank of
16 India underwrote the whole deal.
17 And that's exactly the same project as ours. They
18 went to Singapore.
19 Q. So that's a hearsay account you're giving, based on
20 a conversation with a CEO. That's --
21 A. Well, I don't know where this guy has got his
22 information, or I don't know how many deals he's done or
23 how many mines he's built.
24 Q. Well, you know he's done billions of dollars' worth of
25 funding.
Page 53
10:35 1 A. Well --
2 Q. But basically the point, Mr Palmer, is: if you have
3 a problem with this evidence, you cross-examine, you
4 provide evidence of your own. You have done nothing to
5 assist the Tribunal in knowing how to deal with the
6 evidence put forward by an expert with 30 years and
7 billions of dollars of experience.
8 A. Well, I don't regard him as an expert.
9 Q. So --
10 A. Hold on. And secondly, we have tried to assist the
11 Tribunal by not dealing with evidence which we think is
12 irrelevant to our case.
13 Q. So you've assisted the Tribunal by leaning on unanswered
14 expert evidence, which you now contend you don't accept
15 is correct?
16 A. Well, this is opinion evidence, it's not evidence of
17 fact.
18 Q. Can Mr Palmer be shown D2/2/26, which is just over the
19 page, in fact (paragraph G.7.1.5).
20 I just put this to you as a matter of fairness,
21 Mr Palmer. Mr Rogers concluded, based on the
22 information above, that:
23 "... a brief analysis of publicly available lending
24 policies would have shown [you] and Mr Martino that
25 there was little likelihood of ... being able to raise
Page 54
10:37 1 any project debt for their new ... mine, and no
2 likelihood of being able to raise anything approaching
3 US$3.5 bn."
4 A. Well, you know, my assets are $23 billion. I can raise
5 $8-10 billion from most banks if I want to, right?
6 Q. But you weren't proposing to fund Galilee Coal yourself.
7 A. Well, if necessary, I might have. But I wasn't at that
8 stage of the process: I was still going to Singapore,
9 because I believed it could be funded by the people
10 there.
11 I don't think Mr Rogers, with the greatest respect
12 to him, dealing with public information on the internet
13 or wherever he does it, knows the people who will
14 provide the money or put up the hard security.
15 Q. Contrary to the published lending policies of the banks?
16 A. I think published lending policies are rubbish. These
17 sort of deals are done a lot differently. If you'd been
18 involved in them -- and I've been involved in a few --
19 Q. The published lending policy of the NAB really "shook
20 [you] up", such that you needed to restructure to
21 Singapore.
22 A. Well, that was particularly because it was the bank
23 I banked with.
24 Q. Are they rubbish or aren't they?
25 A. Sorry?
Page 55
10:38 1 Q. Are they rubbish or aren't they? You can't say,
2 "It shook me up and I had to restructure, but then I can
3 ignore them when they're everywhere else".
4 A. Well, it was my bank that had had a discussion with me
5 about that, and I had considerable funds in the bank at
6 the time. So yes, I was surprised about that, that's
7 honest and true.
8 But it's not the way that these sort of things are
9 done, by looking at general characteristics. I mean, on
10 your last slide you showed that all the Australian banks
11 weren't funding coal. And that's the reason we decided
12 to go to -- that's what Mr Rogers said on the last
13 slide.
14 Q. Actually, can we go back to that slide on the previous
15 page, 7.1.4. So it actually shows that some of the only
16 banks in the world that were still funding coal were
17 Australian banks.
18 A. Well, you've got down there the ANZ Bank in 2003. And
19 we're now talking about 2018, 15 years later. You've
20 got the CBA: they were last funding $32 million in 2003.
21 Westpac: Mr Rogers says they've never project-financed
22 a new coal mine. I just know that not to be true. OCB:
23 they're not international banks who we would have gone
24 to.
25 Q. Those two being actually two of the three Singaporean
Page 56
[Page 18]
10:39 1 banks.
2 A. Well, as I said, I think there's cross-purposes when
3 we're referring to banks in Singapore that we think had
4 the capacity to assist us, and Singaporean banks which
5 are active in the home lending market or the retail
6 market. It's a different type of bank in mind. But
7 that's all.
8 Q. Alright. Can we bring up D2/2/18, please.
9 Can you see the heading 6.5.1, "That the company
10 should move to a 'major top financial centre'"?
11 A. Sorry, is it D2?
12 Q. No, it's G, sorry: G.5.1.
13 A. Okay.
14 Q. "... the company should move to a 'major top financial
15 centre'". This was part of the advice Mr Martino is
16 said to have given you.
17 A. Yes.
18 Q. And Mr Rogers says:
19 "This was unusual advice because:
20 "a. The company was already Australian, and Sydney
21 was a leading centre for mining finance, in a way that
22 Singapore was not.
23 "b. Mr Martino would have seen that in the 'Global
24 Financial Centres' survey, which he favoured ... [that]
25 Sydney [was] ranked 7th best out of 100, only 3 ...
Page 57
10:40 1 behind Singapore. This is an immaterial difference ...
2 "c. None of the three leading Singapore banks had
3 any track record in, or reputation for, [financing]
4 mining project finance.
5 "d.... there is no necessity to move closer to
6 project finance banks.
7 "e. A project of this size, which required
8 'billions of dollars' ..."
9 Your statement said 8 billion:
10 "... would require a long list of international
11 lending banks. You can't move close to [them] all ..."
12 What's your answer to that?
13 A. Well, the answer is, of course, that people that make
14 the decisions to lend the money have to be met, talked
15 with. For example, Singapore has got a large casino;
16 a lot of the deals are done at the casino with the
17 Chinese banks and others that come there.
18 And they are done between different people if you're
19 going to that level of lending. It's like international
20 arbitration, I guess: there's a closed club of people
21 that do these sort of deals; they're not accessible in
22 Australia. There's a big difference between number
23 three on world table and number seven, because it's only
24 the top four that have representatives in the credit
25 committees which make the decisions.
Page 58
10:41 1 So in my experience, if we want to raise that amount
2 of money, it requires a large amount of trust between
3 individuals to make those decisions. I just didn't
4 think I could do that here in Australia, and I thought
5 I could do it in Singapore. And I had to come up
6 quickly with a proposal and push forward because
7 I didn't want to put the company or the project into
8 liquidation, or to remove it from the balance [sheet],
9 because of Australian accounting standards.
10 Q. So you had to come up with it quickly. You say you came
11 up with it in June 2018?
12 A. That's the decision.
13 Q. Yes. When did you first approach the Singaporean banks
14 to raise the money?
15 A. Well, unfortunately, as you rightly said, we couldn't do
16 that because of the appeal on the royalty B matter.
17 Q. Well, I said that you said you decided not to.
18 A. Well, maybe I'll just explain it to you, if you'll let
19 me.
20 Q. Well, I asked you a question, which was when you first
21 approached the banks.
22 A. Yes, well --
23 Q. You said you had to do it urgently to avoid liquidation.
24 So when did you do it?
25 A. Yes, I'm just trying to give you an answer.
Page 59
10:42 1 We haven't approached the banks because of the
2 Amend[ment] Act, basically. And the reason for that
3 being we couldn't do it before was because we had the
4 appeal: we then had a High Court appeal which finished
5 in February.
6 And then the arbitrator in the domestic arbitration
7 said he would have a hearing by the end of the year.
8 The independent expert for the State said the damages
9 are in the order of $27 billion. So we were just
10 six months away, in our view, from that. And we thought
11 if we got $27 billion cash, we may not need the whole
12 $8 million, or we might [not] need it at all.
13 Q. So, Mr Palmer, when you say you needed to do it urgently
14 to avoid liquidation --
15 A. Yes.
16 Q. -- you still hadn't done it by August 2020, when the
17 Amendment Act was passed, for the various reasons you've
18 given.
19 A. Mm-hm.
20 Q. And the liquidation hadn't happened.
21 A. Yes.
22 Q. Is that right?
23 A. I said I had --
24 Q. Two years later.
25 A. No, I think you're misunderstanding. I'd like to
Page 60
[Page 19]
10:43 1 explain it to you if I could, right?
2 What the situation was: that we had to make
3 a decision that we had a viable plan forward with the
4 project, right, so we could avoid having to write the
5 project down or write it off. And I was confident, and
6 I was encouraged that we could raise the funding if we
7 had the right people behind the project, and I was
8 prepared to do that. But I had these other impediments
9 I had to deal with legally in the interim.
10 Q. Now, as to your confidence that you could raise the
11 funding, can we show you, please, D2/2/23.
12 A. Yes.
13 Q. Can you read paragraph 6.1.4:
14 "... chart of the financing of new coal mines
15 globally in the period from 2003 to January 2019,
16 [again] taken from the IJ Global database."
17 The one "stand-out case" is a Russian mine funded by
18 "a Russian state development bank".
19 Leaving that aside:
20 "... the total debt committed in any one year
21 [globally is] less than US$300m."
22 And as you can see if we go over the page to the
23 next paragraph (G.6.1.5):
24 "Excluding the Russian deal, the average loan
25 size ..."
Page 61
10:45 1 So the total in any year is less than 300:
2 "... the average loan size [is] ... US$182m."
3 You say you could raise 3.5 billion?
4 A. Sure.
5 Q. Sure?
6 A. I could write a cheque for that now if I wanted to. But
7 let me --
8 Q. Mr Palmer, we're not talking about you funding it
9 yourself through equity.
10 A. Okay. Well, maybe I'd raise it from myself. But let me
11 just explain.
12 These large financings of $8 billion or more are not
13 all funded by banks. Banks may be arrangers, they may
14 sort them out. A lot of them are funded by export
15 credit agencies which governments set up around the
16 world to sell equipment or services to the project, and
17 you will have a state guarantee equivalent to what the
18 purchase would be.
19 So when you -- and there are other people who'll
20 want to buy coal, like coal mines, and they want
21 a long-term coal contract so that they can be assured
22 they've got supply so that they can operate, right?
23 There will be other local industries or suppliers, such
24 as people like Siemens, for example, that sell turbines:
25 they might -- they're happy to participate in
Page 62
10:46 1 a syndicate, in putting all that together.
2 Q. Mr Palmer, you're running all sorts of different funding
3 issues together here.
4 A. No --
5 Q. Your evidence is about relocating to secure debt funding
6 from banks; it's not about some other structuring
7 arrangement. The evidence that you've given so far --
8 unless you're changing your evidence -- is about debt
9 funding from banks, not about any other way you might
10 have raised the money.
11 A. It's normal for banks to sponsor that and act as
12 arranger and put their imprimatur on it and say we're in
13 there for $200 million in debt funding and we're the
14 arranger. And, you know, with respect, I used to
15 lecture at this at Deakin University for five years and
16 put these deals together on export credits with other
17 export agencies.
18 Q. So you say it just doesn't --
19 A. So I don't need an expert to tell me how to do a deal
20 like this.
21 Q. Okay. But you did say earlier to the Tribunal that --
22 A. Someone that doesn't --
23 Q. -- the mood or the trend was going against lending to
24 coal projects in Australia, and that was significant?
25 A. That's right.
Page 63
10:47 1 Q. What this data shows is that that trend is global,
2 against lending to new coal projects, such that there is
3 not very much going on each year: less than
4 $300 million. You say that's irrelevant, do you?
5 A. Well, we know there are 700 coal mines in construction
6 in China now, there are 600 in India; some of them are
7 being funded by the State Bank of India and the State
8 Bank of China. We know this is just not correct
9 information. But, you know, it's not significant.
10 Q. So this is another example of information in an expert
11 report that you haven't contradicted and you haven't
12 tested by cross-examination, but you still say should be
13 disregarded; that's your position?
14 A. Look, I'm not challenging the report. I'm just saying
15 that our forensic decision, as I've said before, was
16 that these sort of things are only relevant to an issue
17 which is now behind us because of what we had perceived
18 as the admission by the Commonwealth that the
19 Amend[ment] Act was not foreseeable. That's as far as
20 it goes.
21 Q. Alright.
22 Can we move, I hope briefly, to a different topic
23 before the break, if that's convenient, which is to the
24 Singapore 2008 meeting that you've already mentioned
25 briefly this morning.
Page 64
[Page 20]
10:48 1 A. Yes.
2 Q. As I understand it, in your sixth --
3 A. What number is that?
4 Q. Sorry. Well, it's referred to in your sixth statement
5 at paragraph 89, at C1/18/29.
6 A. C1/18/29.
7 Q. Your sixth statement at paragraph 89 is what I'm now
8 referring to. You can see it on the screen.
9 A. Yes, sure.
10 Q. You seem there to accept that this meeting was not about
11 restructuring or relocating to Singapore; it was in the
12 context of the IPO discussion in Hong Kong. That's
13 right, isn't it?
14 A. That's correct, yes.
15 Q. Okay. So to the extent that your fifth statement
16 implies or might suggest otherwise, you weren't
17 intending to suggest that?
18 A. No, I wasn't. I was just simply saying: at that meeting
19 I had the discussion which I described earlier, and that
20 was the state of my knowledge of that issue.
21 Q. Yes. And that's a discussion that occurred, now,
22 16 years ago?
23 A. Well, it would have been -- I'm just trying to think,
24 I'm just trying to work it out.
25 When was this statement done?
Page 65
10:49 1 Q. Well, this sixth statement was quite recent.
2 A. Okay. So it was -- maybe it was more than -- yes,
3 16 years ago.
4 Q. 16 years ago?
5 A. Yes.
6 Q. So it's a very long time ago, and you don't have any
7 notes of it; is that right?
8 A. We normally only keep records for six years.
9 Q. I'm not criticising you not having the notes; I'm just
10 saying you couldn't refresh your memory by reference to
11 any note of the discussion.
12 A. That's true, yes.
13 Q. So you're relying on your memory of a 16-year-old
14 conversation as part of the foundation for your
15 restructuring decision; is that what you say?
16 A. Yes. Well, I'm just saying that's what happened.
17 Q. And it's not possible that things might have changed in
18 the world in the 16 years since, such that you should
19 have updated that advice?
20 A. Well, that was the state of my knowledge at the time
21 I made the decision, and that was the reason I made the
22 decision.
23 Q. But it was the state of your knowledge only because
24 you didn't seek any other advice about it?
25 A. I normally don't seek advice on my business affairs.
Page 66
10:50 1 I normally make my own decisions.
2 Q. Alright. Well, that's a useful segue, Mr Palmer, to the
3 next document, which is Exhibit C-191, which is
4 E1/491/1.
5 A. Number 91, is it, or ...?
6 Q. C-491. It should come up on the screen in a moment.
7 (Pause)
8 Can we go to the next page of that document, please.
9 Actually, the page after that. So the next page as
10 well.
11 So you can see it's the Project Blast "Prospectus
12 drafting session".
13 A. Mm-hm.
14 Q. And you might be able to see at the bottom of the page
15 there's the date: "4 - 6 September 2008".
16 A. Yes.
17 Q. This is the one document relating to that meeting that
18 I think anyone has been able to find.
19 A. Yes.
20 Q. Do you recognise the document?
21 A. Yes.
22 Q. So as its heading suggests, "Prospectus drafting
23 session", it's about equity fundraising.
24 A. Yes.
25 Q. Do you agree?
Page 67
10:51 1 A. Yes, sure.
2 Q. And we can see, if you go a few pages on -- it's
3 page 61, I think, I hope. That number might be wrong.
4 Can you go on just two or three pages, to a document
5 page headed "Agenda -- Logistics" (PDF page 6). That's
6 the one.
7 A. Mm-hm.
8 Q. Can you see a list of attendees?
9 A. Yes, I can.
10 Q. So you were there?
11 A. Yes, I was.
12 Q. There were a group of people from UBS; a group of people
13 from Macquarie Capital; a group of people from
14 Blake Dawson -- that's an Australian law firm?
15 A. Yes.
16 Q. A group of people from Shearman & Sterling, which is
17 a US law firm?
18 A. Yes.
19 Q. And a couple of people from Linklaters, which is a UK
20 law firm; correct?
21 A. That's correct, yes.
22 Q. Okay.
23 So usually you don't take advice. Sometimes you do.
24 Sometimes you assemble a team of international advisors,
25 where that's appropriate for a significant activity by
Page 68
[Page 21]
10:52 1 the group. That's right, isn't it?
2 A. No, these were advisors to the banks who were doing the
3 prospectus. They were retained by the banks to provide
4 them with independent advice. And Baljeet Singh, who is
5 also a director of the Claimant, was in charge of the
6 drafting and coordination of the prospectus, and this
7 was to discuss some of the expert reports that we had
8 that were to go in the prospectus.
9 Q. You can see if we go over the page, you can see there's
10 a heading, "Outstanding items from weekly call". So
11 this is one instalment of a regular meeting of this
12 group in the course of developing the IPO --
13 A. The prospectus, yes.
14 Q. The prospectus for the proposed IPO in Hong Kong?
15 A. That's correct.
16 Q. Now, that IPO related, did it not, to a company called
17 RDI?
18 A. Resource ... what was it called? It wasn't RDI,
19 it was --
20 Q. I think it was Resource Development International or
21 something like that.
22 A. Something -- yes, yes.
23 Q. I'll check.
24 A. It was a resource company, as you say.
25 Q. It was a resource company that was a subsidiary of
Page 69
10:53 1 Mineralogy; is that correct?
2 A. I can't remember, to be honest with you.
3 Q. I might ...
4 A. Anyway, it was a company we were associated with.
5 Q. Yes. I might see if we can prompt your memory. Can we
6 bring up E2/544 (R-544).
7 This is a press report from around the time headed
8 "Palmer makes formal bid for Australasian". And if we
9 go down a little, to the second page near the bottom,
10 you can see there's a reference there to RDI being
11 "granted approval for listing of RDI's shares on the
12 [Hong Kong Stock Exchange]"?
13 A. Yes. So with respect, if you look at "Below is the full
14 announcement", you'll see that RDI is Resource
15 Development International. That's the real name of the
16 company. So that's why I didn't realise -- sorry.
17 Q. No, I apologise for putting the abbreviation to you.
18 But it's said that RDI was going to launch
19 a $5 billion initial public offering on the Hong Kong
20 Stock Exchange later this year?
21 A. Yes.
22 Q. And then on the second page, it says RDI was:
23 "... recently ... formed to acquire ... iron ore,
24 nickel, exploration and energy interests, including
25 rights to ... 20 billion tonnes of iron ore [on] the
Page 70
10:55 1 Balmoral tenements held by [Mr Palmer]."
2 So the IPO was relating to a company connected with
3 iron ore in the Balmoral tenements; is that right?
4 A. It was a multi-commodity company. It had iron ore,
5 it had coal, it had oil and gas, a whole range of
6 things, right? Rights to, I should say.
7 Q. But essentially, insofar as you are saying that this
8 meeting is relevant to the Tribunal, it's a meeting
9 because -- you're saying that effectively on the
10 sidelines of this meeting about the prospectus,
11 Linklaters, who you've just said were actually advising
12 the banks, gave you some advice sort of on the side
13 about restructuring for debt finance in Singapore; is
14 that the idea?
15 A. The prospectus, from my memory, had business plans in it
16 which required debt and equity capital, and so much of
17 the equity would come from the raising and the
18 additional money would come from debt finance. Those
19 projects may not have been large ones, but that was how
20 it was set up.
21 So the topic was raised, "Well, that's your equity;
22 how do you propose to raise your debt?" And we just
23 discussed it with them, you know, probably not for more
24 than ten minutes, I suppose.
25 Q. Okay.
Page 71
10:56 1 A. There was an exchange between people.
2 Q. Just to be clear, Resource Development International was
3 your company, wasn't it?
4 A. I think the shell may have been owned by Mineralogy at
5 that time, but it was being listed as an IPO in
6 Hong Kong.
7 Q. Yes.
8 A. It had a number of Chinese companies that were
9 subscribing hundreds of millions of dollars to it.
10 Q. Well, that was the idea when the IPO went ahead. But at
11 the time this was occurring, I'm just looking at the
12 article --
13 A. They'd signed up to buy the shares, I think, from
14 memory.
15 Q. And just looking at the top of the page that's on the
16 screen, the very first line on the page:
17 "RDI [had] appointed Macquarie Bank and UBS to
18 manage the proposed IPO."
19 So you'd appointed the two banks?
20 A. I hadn't personally; the company had.
21 Q. The company had, yes.
22 A. And the people on the company, directors were people
23 like Alexander Downer, who was the foreign minister --
24 previous foreign minister of Australia. There was a lot
25 of independent directors, because they had to be -- it
Page 72
[Page 22]
10:57 1 was different to Mineralogy, how I operate as a private
2 company: they had to have a public face.
3 And it had to -- we needed a lot of lawyers, the
4 banks did, because with the stock exchange in Hong Kong
5 they have very restrict requirements: a prospectus has
6 to be drafted in such a way for an IPO, that sort of
7 thing. So that's what the meeting was about.
8 Q. Do you recall when Mineralogy acquired Waratah Coal?
9 Would you agree it was in December 2007?
10 A. It was somewhere around there.
11 Q. Around there.
12 A. There was a number of transactions, right?
13 Q. Yes.
14 A. Because it was -- from memory, it was a Canadian
15 company, I think, and we had to incorporate a Canadian
16 subsidiary for some reason, I can't remember why. And
17 it was taken over in a number of steps. But that should
18 be on the public record.
19 DR DONAGHUE: Indeed.
20 Madam President, I note the time. That might be
21 a convenient time for the morning break, if that's
22 suitable.
23 THE PRESIDENT: Yes, it is about one hour and a half. If
24 this is a good time in your sequence for the break, then
25 we would take the break now for 20 minutes and resume at
Page 73
10:58 1 11.20.
2 While you are on the witness stand, Mr Palmer, you
3 of course know the rules.
4 MR PALMER: Sure.
5 THE PRESIDENT: You are not to speak to anyone, of your team
6 or otherwise.
7 MR PALMER: Yes, sure. Will I be taken somewhere?
8 THE PRESIDENT: You can of course have a coffee while you
9 sit lonely somewhere.
10 MR PALMER: Yes, okay. So --
11 THE PRESIDENT: Good. Let's resume in 20 minutes.
12 (10.59 am)
13 (A short break)
14 (11.20 am)
15 THE PRESIDENT: Mr Palmer, you are ready to continue?
16 MR PALMER: I am, thanks.
17 THE PRESIDENT: Dr Donaghue, you are too?
18 DR DONAGHUE: I am, thank you.
19 THE PRESIDENT: Please.
20 DR DONAGHUE: Mr Palmer, can we turn to the second of the
21 dominant or principal rationales that you identified at
22 the start: the personal tax rationale.
23 I invite you to look at paragraph 128 of your first
24 witness statement, which is C1/4/71. (Pause)
25 A. Yes.
Page 74
11:21 1 Q. So there you can see a heading, "Decision to
2 Restructure". And then in paragraph 128, you say:
3 "I also carried out some further research of my own
4 and reached the conclusion that, in circumstances where
5 I was personally living in Singapore, when dividends are
6 paid by Mineralogy to Newco ... to a bank not domiciled
7 in Singapore that there potentially would be no personal
8 tax payable on such dividends. The idea that there
9 could be, in essence, no requirement to pay personal tax
10 on dividends if I decided to move to Singapore was also
11 appealing."
12 Would you agree that tax can be a complicated and
13 specialist field?
14 A. It can be.
15 Q. And you would agree that Mineralogy Propriety Limited
16 and Zeph both seek advice from tax professionals,
17 including Mr Sorensen, formerly of PwC?
18 A. When they're doing a transaction they -- I don't know
19 really. Sometimes they do, yes.
20 Q. Indeed --
21 A. They lodge their returns every year.
22 Q. -- would you agree that Mineralogy did actually seek
23 advice in relation to the very restructure involving the
24 interposition of Zeph into the structure, on the
25 Australian tax ramifications of that restructure?
Page 75
11:22 1 A. They received advice in respect of stamp duty and
2 Australian taxation for rollovers. That's all I can
3 remember.
4 Q. What about the tax residency of Zeph?
5 A. No.
6 Q. No?
7 A. No.
8 Q. Alright. And the tax residency of Mineralogy?
9 A. No, it was -- I only realised: if I changed -- the two
10 things I looked at was: if I changed my residency to
11 Singapore, and my dividends are paid in a non-taxable
12 jurisdiction such as Monaco or somewhere like that, that
13 there's no tax for me to pay on my dividend. So that's
14 what I was personally concerned about. I thought: if
15 we're going to Singapore, this is another good aspect.
16 What the case of the companies would be -- I didn't
17 have any intention of leaving for Singapore overnight or
18 anything. But we would obviously get advice from tax
19 people when the decision was made that we wanted to go
20 to Singapore, which could be in a few years' time or
21 something.
22 Q. So you restructured, and one of the primary reasons was
23 to get a tax benefit. But you didn't need advice about
24 that because you were going to get advice after the
25 restructuring if you were going to implement it; is that
Page 76
[Page 23]
11:24 1 what you're saying?
2 A. It was common knowledge to me that being -- not being
3 a resident of Australia would mean I wouldn't have to
4 pay tax in Australia. I mean, I'd been in the faculty
5 of law and business for ten years; that was a very
6 understandable thing to do. And I had all the tax
7 legislation on that point.
8 Q. That's true, Mr Palmer. But we're not just talking
9 about you moving to Singapore; we're talking about
10 restructuring your corporate group to interpose
11 a company in Singapore.
12 A. Well, I was thinking of myself. Strangely, I know
13 people don't normally do that. But I was thinking about
14 what's my position going to be, and that's all I was
15 considering.
16 Q. And if the tax ramifications of including the company in
17 Singapore had been negative for the Mineralogy Group,
18 that would have had negative implications for you
19 personally as well, wouldn't it?
20 A. Not really. You see, the money I get out is money I can
21 spend without accountability to the board, to the
22 directors and also to the public, to remain in credit
23 and solvent. So I put a high premium on the most amount
24 that I can receive. I'm not going to receive more. If
25 it's tax-free to me, it's a lot better for me. That's
Page 77
11:25 1 how I looked at it, right?
2 Q. Even if we accept that's true, are you saying it
3 wouldn't have been a relevant factor for you to try to
4 protect Mineralogy's tax position in relation to the
5 restructure?
6 A. First, I would just say it's hypothetical because
7 I wasn't moving to Singapore. Four years later, I was
8 considering moving to Singapore: I discussed it with my
9 wife, she didn't want to go, to take the children out of
10 school. So it's just hypothetical.
11 Tax law changes yearly. And when it does change,
12 and if we did try to do that, we'd certainly get the
13 best advice for the company.
14 Q. Mr Palmer, you moving to Singapore was hypothetical.
15 You inserting Zeph into the corporate structure is
16 a thing that actually happened in January 2019.
17 A. Mm-hm.
18 Q. So if that thing that had actually happened had adverse
19 ramifications from a tax point of view, that would have
20 been a relevant consideration?
21 A. Well, I think by general knowledge we know that that
22 couldn't have any relative disadvantage for us at that
23 time.
24 Q. Alright. Can you be shown, please, R-600. (Pause)
25 E2/600/1.
Page 78
11:26 1 So you can see on the screen this is an email from
2 Mr Sorensen on 22 January 2019, which is addressed,
3 "Dear Clive". This is an email that Mr Sorensen wrote
4 to you; do you agree?
5 A. Can I just read it first? (Pause)
6 Yes, it's addressed to me. I hadn't seen it before.
7 Q. Well, you would have seen it on 22 January 2019.
8 A. Well, yes, I don't get all -- I don't deal with all my
9 emails. I get thousands of emails a week from people
10 for all different sorts of things.
11 Q. Mr Sorensen was at the time --
12 A. I'm not denying he wrote the email or he sent it to me,
13 right?
14 Q. And that he's a partner at PwC?
15 A. He is a partner at PwC, yes.
16 Q. Who gives tax advice to the Mineralogy Group?
17 A. At that time he was, yes.
18 Q. And he was giving you advice about the interposition
19 resolutions, the resolutions by which Zeph becomes part
20 of the Mineralogy Group?
21 A. Mm-hm.
22 Q. And he says:
23 "We need to [be able to] clearly demonstrate that
24 [they] were made in Australia ... the majority of the
25 directors are Australian resident [in order] to ensure
Page 79
11:27 1 ... tax residency is established for Mineralogy
2 International Pte Ltd."
3 That's Zeph. That's right?
4 A. Yes.
5 Q. So PwC is giving you advice about the tax resident
6 status of Zeph as part of the restructure. You must
7 agree with that?
8 A. Yes, that would have been dealt with with Michael Mash,
9 who was the CEO -- CFO, and that's who it's copied to.
10 Q. Yes, but it's addressed to you.
11 A. It is, but I wouldn't have seen it. As soon as it's
12 a financial matter going to accounting, it goes to our
13 chief financial officer who deals with that.
14 Q. You would not have seen an email to you about the
15 resolutions designed to give effect to the restructure
16 inserting MIL?
17 A. My involvement in this was to say to give it to
18 Graham Sorensen to do, and to deal with Michael Mash.
19 I authorised Graham to get involved. And after that,
20 I wouldn't have seen it. And I was told it was all
21 resolved until the resolutions came back. Because we
22 employ many people, thousands of people, and I can't see
23 everything that's happening.
24 Q. Alright.
25 Can we scroll down on that page that's on the screen
Page 80
[Page 24]
11:29 1 to the bottom of the screen. I don't know if there's
2 any sensitivity about this, Mr Palmer, so I won't use
3 the name. But do you see the name that is bolded near
4 the bottom of that email, where there's an email from
5 a name to Graham Sorensen?
6 A. Yes, I do.
7 Q. Do you see that?
8 A. Yes.
9 Q. So I won't read it out loud, but that's a name you use;
10 is that correct?
11 A. It is, yes.
12 Q. So that's an email sent by you to Mr Sorensen?
13 A. It's sent from my email. It would have been sent by my
14 secretary, who could have sent it based on instructions
15 from Michael. I can't say until I see what it says.
16 Q. Well, if we scroll further down, so Michael sent
17 an email to you saying:
18 "Hi Clive
19 Min Int Pte ... was ..."
20 A. I haven't got that.
21 Q. Sorry, you don't have that? Alright.
22 A. Sorry.
23 Q. Sorry, I apologise. You've got it now. Do you see it
24 in front of you?
25 A. "Min Int... [has] been incorporated find document
Page 81
11:30 1 attached.
2 Kind regards".
3 Q. So you've been told by Michael that it's been
4 incorporated on 21 January --
5 A. Yes.
6 Q. -- and you've then forwarded that --
7 A. Yes.
8 Q. -- to Mr Sorensen the next day. And Mr Sorensen has
9 responded to you the same day --
10 A. I can't see any of this, sorry.
11 Q. Maybe we could go back. I'll go through it more slowly.
12 If we go to the second page.
13 A. So this is a response from him to me; that's what you're
14 saying, is it?
15 Q. That's what I'm saying. So if we're working our way
16 back up the email chain --
17 A. Okay.
18 Q. -- Michael sends an email to you on 21 January saying:
19 Zeph has been incorporated.
20 A. Yes.
21 Q. Then the next email on the chain going up the document
22 is the one from the name we're not using to Mr Sorensen,
23 where you forward it: "See below and attached", is what
24 you say, "Clive".
25 A. Yes.
Page 82
11:30 1 Q. So you've sent -- seemingly from your phone, not your
2 EA -- you've sent from your phone --
3 A. Is that -- could I look at the phone so I can --
4 Q. Well, it just says, "Sent from my iPhone".
5 A. Okay.
6 Q. Underneath your [signature], underneath your name,
7 "Clive".
8 A. Okay, yes. Well, certainly that letter would have been
9 sent on authority of the companies, there's no doubt
10 about that. I can't personally recall it, but
11 I wouldn't deny it was sent to then.
12 Q. But you would now accept, looking at this document, that
13 Mineralogy and Zeph were receiving tax advice as part of
14 the restructure? Do you agree with that?
15 A. On these letters, that's all I'd say on these letters.
16 Q. Yes.
17 A. But that was -- I didn't imagine that was the case. It
18 was just given to Graham to deal with the restructure.
19 They were providing -- yes, they were providing tax
20 advice for land tax and things like that.
21 Q. Now, whatever the position with the group is, your
22 evidence is that you didn't receive any advice yourself?
23 A. No.
24 Q. The reason for the restructure, in terms of your
25 personal tax benefit, was based on your own internet
Page 83
11:32 1 research?
2 A. It was one of the things I considered, what my position
3 would be personally, because at that time I was 64 years
4 of age and I was reaching close to retirement.
5 Q. I understand.
6 Now, can we look again back at the first paragraph
7 I showed you in your first witness statement at
8 paragraph 128. So this is C1/4/71 again.
9 A. Mm-hm.
10 Q. You say in the second line:
11 "... in circumstances where I was permanently living
12 in Singapore ... "
13 And in the second-last line:
14 "... if I decided to move to Singapore ..."
15 So you were contemplating -- this plan involved you
16 actually -- would only take effect if you actually moved
17 at some future point?
18 A. If I actually became a resident of Singapore.
19 Q. Yes. And also, looking back to the second to third
20 lines:
21 "... [if] I was personally living in Singapore, when
22 dividends are paid by Mineralogy to Newco ..."
23 To Zeph.
24 A. Yes.
25 Q. So the plan required you to be resident in Singapore at
Page 84
[Page 25]
11:33 1 the time when the dividends were paid; is that right?
2 A. That's right. We had -- I also considered that the
3 companies had flexibility on when they paid dividends.
4 For example --
5 Q. That's the very question I was about to ask you. So --
6 A. Well, maybe I'll just keep explaining.
7 So, for example, if we earned 200 -- say we earned
8 $400 million a year for five years, right? That would
9 be $1.2 billion of retained profits which hadn't been
10 distributed; may have been franked dividends. But then
11 if I moved in, say, year number 3, but a dividend wasn't
12 declared till year number 5, then the entire amount
13 would be tax-free, which would save me about 24% of
14 that, or $250 million.
15 So that was in my mind and that was something that
16 was attractive to me. I thought it was sort of
17 tipped the scales that it seems to be a good thing to
18 do.
19 Q. But the plan worked as long as --
20 A. I was --
21 Q. -- dividends weren't paid out --
22 A. Yes.
23 Q. -- until you made the move, whenever you made the move?
24 A. Well, hypothetically, if you moved in, say, year 4 and
25 you paid out dividends in year 6, that dividend could be
Page 85
11:34 1 for the whole six years, and if that was, say, paid to
2 Monaco and you lived in Singapore, there would be no tax
3 to pay on that at all by me.
4 Q. It follows, doesn't it, from that analysis or
5 description of the scheme --
6 A. It's not a scheme, it's a legal --
7 Q. Of the plan. No, no, I'm not using that word
8 pejoratively. It follows from that description of what
9 you had in mind that it didn't create -- there was no
10 urgency about the restructure to achieve that, because
11 you could control when the dividends were paid?
12 A. Exactly. There was no -- on that point, there was no
13 urgency to do it. But there was no reason to stop it
14 being done as a structure. That's probably what we
15 could say, right?
16 Q. Now, I think it follows from what you've just said, but
17 none of your statements actually assert that at the time
18 of the restructure in December 2018/January 2019, you
19 actually had a concrete plan to move; it was just that
20 you were entertaining the possibility that you might.
21 Is that fair?
22 A. Well, I had a concrete plan to discuss it with my wife,
23 but she vetoed it four years later, right? Many of us
24 are controlled by our wives or husbands, I suppose. But
25 from a commercial point of view, it made sense to me in
Page 86
11:35 1 the longer term, considering I was 64 years old and
2 I wanted to have a situation where I got a final payment
3 to spend on my retirement, for the rest of my life.
4 Q. Now, do you agree that the essence of the plan, if I can
5 call it that, depended on you ceasing to be
6 an Australian tax resident?
7 A. That's correct, yes.
8 Q. That was the key point?
9 A. Yes, I'd have to cease to be a resident of Australia and
10 become a resident of Singapore.
11 Q. Or of somewhere else?
12 A. Yes, of somewhere else. But it would have to be
13 a jurisdiction where the dividend wouldn't be taxable.
14 Q. Wouldn't be taxed.
15 A. Or you could do it by sending it to Monaco, a tax-free
16 jurisdiction, and they allowed that, right?
17 Q. But if you were still an Australian tax resident, even
18 if you'd been living overseas, you wouldn't have got the
19 benefit you were seeking. So the key point --
20 A. That's right, yes.
21 Q. Yes, okay.
22 Now, can I show you, please, part of the report of
23 Professor Graeme Cooper. This is D2/6/18. You can see
24 on the screen there heading 6.1, "Requirements for the
25 successful loss of Australian tax residence". Can you
Page 87
11:36 1 see that? I'm not asking you at the moment to read
2 this.
3 Have you read this report before?
4 A. No. Do you want me to read it?
5 Q. No, I don't want you to read all of this, because
6 it will take too long. But if we go --
7 A. Sorry. Let me read what's on the screen.
8 Q. There's a description from 38, and what I'm going to
9 take you to is the summary, Mr Palmer. So you can see
10 it starts at paragraph 38.
11 A. Yes.
12 Q. And if we scroll down a few pages, it's a reasonably
13 long conversation, and it arrives at a summary at
14 paragraph 47. And I do invite you to read the summary
15 once it comes up on the screen in front of you.
16 It's on D2/6/21, I believe.
17 A. Sure.
18 Q. Thank you. It's the bottom paragraph on that page. So
19 this is Professor Cooper's distillation of what's there
20 before:
21 "... if Mr Palmer wished to be certain that he had
22 successfully shed his Australian tax residence, he would
23 be well advised to divest any Australian residential
24 accommodation, take his family with him to Singapore,
25 return to Australia infrequently and for short periods
Page 88
[Page 26]
11:38 1 and for reasons of necessity, remove his personal
2 effects from Australia, realise any Australian portfolio
3 investments, relinquish his role in actively managing
4 Mineralogy ... abandon his social and political
5 connections in Australia, and then acquire permanent
6 residential accommodation offshore, establish new bank
7 accounts, real estate ..."
8 It was quite a list of things you would have needed
9 to do.
10 A. Well, do you want me to comment on it or ...?
11 Q. Yes.
12 A. Well, I don't know whether that's true or not. That's
13 the first thing, right? I imagine some of it is true.
14 But from my thinking in 2018, if I was talking about,
15 say, saving $1 billion or having $1 billion, I was happy
16 to -- it may be something I would have personally
17 contemplated doing, right? Especially at my advanced
18 age. I'm now 70, but I was 64 then, I think.
19 But of course, you know, there's a critical line
20 there, I think it is correct, on the third line, where
21 it says, "[and] take his family with him to Singapore",
22 right? So my wife wouldn't go and live in Singapore;
23 she wouldn't (sic) stop our children going. So it would
24 have meant when this happened -- I wasn't aware of
25 that at the time of this -- but it would have meant
Page 89
11:39 1 I had to divorce my wife, which I wouldn't do.
2 So, you know, that was the end of it.
3 Q. Really my question is: you wouldn't say that you were
4 planning, at the time you did the restructure, to do all
5 of the things that are there in that summary? You just
6 say, "Maybe I would have, down the track". Is that
7 fair?
8 A. Well, I made the decision I thought the possibility
9 appealed to me personally. I thought I would be more
10 successful in convincing my wife than I eventually was.
11 Q. The possibility of doing all of that, including
12 relinquishing --
13 A. No, no. Sorry, sorry. The possibility of going to
14 Singapore, right?
15 Q. Yes.
16 A. I realised that if I went to Singapore at the time
17 I made the decision, I would have to, you know, do some
18 of those things. I didn't realise all of those things.
19 Q. Did you realise you'd need to relinquish your role in
20 managing Mineralogy?
21 A. Well, I relinquished my role in managing Mineralogy in
22 October -- initially I retired in -- when I was 64.
23 I think it was October 2018 was my retirement, right?
24 I only came back to Mineralogy when I was appointed by
25 the Claimant in February 2019. So certainly in
Page 90
11:40 1 June 2018 I was thinking about retirement.
2 Q. Meaning actively stepping back from Mineralogy --
3 A. Yes.
4 Q. -- Zeph, all of those companies; is that what you're
5 saying?
6 A. We have a limited lifespan, I think, so I wasn't fooled
7 by that. So I was thinking -- I was looking -- at the
8 time I was thinking about Rupert Murdoch, who said he
9 would live to 140. I thought that was highly unlikely,
10 so it would be a good time to retire.
11 Q. And when did you first raise this plan with your wife?
12 A. About ... I think probably about two and a half years
13 after that or something like that, I said -- I raised
14 that plan with her.
15 Q. So you'd done the restructure, and a couple of years
16 later you raised the possibility with --
17 A. Yes, "Do you think this would be a good idea?"
18 Q. And she said, "No"?
19 A. She said, "No".
20 Q. Is there any particular reason you didn't raise it at
21 the time that you were making a decision based upon,
22 "This is one of the two dominant reasons for the
23 restructure"?
24 A. Well, yes: because I didn't think I wanted to go to
25 Singapore at that particular time. I was quite open to
Page 91
11:41 1 be going later, when I first raised it with her. But
2 there's no point having a fight if you don't need to
3 have one; it's better if it's hypothetical.
4 When it became a possibility for me, I was getting
5 a bit tired one day, I thought this might be a good
6 thing to do, and I came home and suggested it to her.
7 She said, "Well, I'm not going, the two kids are not
8 going, they're all in school". I don't know how old the
9 kids were then, but they would have been like 8 or 12 or
10 something like that. And she didn't want to leave the
11 country.
12 Q. Can I show you part of your fifth witness statement.
13 This is C1/17/23. When it comes up, it will be
14 paragraph 62 of your fifth statement. (Pause) You see
15 that?
16 Now, this paragraph is dealing with the same topic
17 that we've been discussing. Can I ask you to look down
18 about halfway, or maybe five or six lines, and there's
19 a sentence that says:
20 "Considering the amount of my top marginal tax rate
21 (around 47%) and the matters confirmed by BDO in their
22 letter of 4 March 2024 ..."
23 A. Yes.
24 Q. And these are the words that I want you to focus on:
25 "... if I were to restructure and become
Page 92
[Page 27]
11:42 1 [a] resident in Singapore, I could be relieved of the
2 requirement to pay around US$90,000,000 tax in
3 Australia."
4 A. Mm-hm.
5 Q. "At this time, this was an important and persuasive
6 reason for me to consider [the] restructure."
7 My question is this: are you suggesting there that
8 to obtain the tax benefits that were motivating you, it
9 was necessary both for you to restructure and to become
10 a resident of Singapore?
11 A. I understand your question, and I think I know what
12 you're asking -- what the answer [is].
13 Q. Yes.
14 A. Well, first of all, I had to become a resident of
15 Singapore, and that was part of the plan. So I then
16 thought: well, how do you become a resident of
17 Singapore? And I made some general enquiries about
18 that.
19 Q. Now, when did you make those?
20 A. That would have been -- I can't remember when I made the
21 enquiries, to be honest with you.
22 Q. Okay.
23 A. But I made the enquiries, anyway.
24 Q. You refer in that paragraph to some advice received in
25 March 2024. There are two letters on the record in
Page 93
11:43 1 March 2024. Is that what you're referring to?
2 A. Is this the Louis Lim letter?
3 Q. One of them is Louis Lim and the other is BDO, I think.
4 A. Yes, okay.
5 No, I actually did some sort of research on the
6 internet myself and I found that there were a couple of
7 schemes operating in Singapore, immigration schemes to
8 get residency, how you got residency. And one of the
9 schemes was that if you owned a company in Singapore,
10 right, and you worked for the company, you were the
11 chairman or you were the director, you could obtain
12 residency through that scheme, right?
13 So in having a Singapore company, it was a --
14 it sort of helped also guarantee that I could get
15 residency when I wanted it. Otherwise I couldn't be
16 sure I could get residency in Singapore.
17 Q. And that was based on your own research, you say?
18 A. I think it's on the internet. I think you can look it
19 up today, those schemes. Yes, I think it was on the
20 internet I got it, right?
21 And then later on, in March '24, when all this came
22 before arbitration, or we were going to arbitration,
23 I got on to Louis Lim & Partners and I asked him about
24 those schemes. And I asked him if he could confirm
25 those details, which --
Page 94
11:44 1 Q. This is the 2024?
2 Α. 2024 -- which he said he could, and that my
3 understandings were correct of them. And he put it in
4 the letter, which is Exhibit -- I think is it C-496?
5 But that's the background to that.
6 Q. Thank you.
7 Now, in the expert reports of both Professor Cooper,
8 dealing with Australian law principles, and Associate
9 Professor Phua, they both say that the insertion of MIL
10 and Zeph into the group was not necessary to gain any
11 tax advantage.
12 It sounds like, from the evidence you just gave, you
13 agree with that. The restructure wasn't part of getting
14 the tax advantage: it was just related to whether you
15 could get residence or not. Is that right?
16 A. Well, having a Singapore company was related to whether
17 I could get residency, and that was something
18 I considered at the time.
19 You know, it's very hard to know, when you look back
20 six years, what particular thing took you over the top
21 to make a decision, you know? All I can say is that
22 these things were before me.
23 I think the coal thing was more a decision. And
24 then I said: well, if I do that, is there an opportunity
25 for me to get a better tax position? And I looked at it
Page 95
11:46 1 and I saw that it was. And then I made the decision:
2 there doesn't seem to be any other reason not to do it.
3 The other --
4 Q. Can I just --
5 A. Sorry.
6 Q. -- finish off on this topic --
7 A. Sure.
8 Q. -- by showing you Associate Professor Phua's evidence,
9 which is at D2/4/14, paragraph 45. (Pause) Could we
10 allow you to see 44 as well.
11 Associate Professor Phua, in 44, is recognising that
12 the dividends from the various companies in your group
13 "would be treated as foreign-source" --
14 A. Income.
15 Q. Yes:
16 "... as long as [you did] not acquire tax residence
17 in Singapore and remain[ed] a tax resident of Australia,
18 [you] would be exempt from tax in Singapore even if the
19 dividends ... [were] received in Singapore."
20 But then he explains in 45 that:
21 "... the tax treatment described ... applies to any
22 non-resident individual who receives foreign-source
23 dividends in Singapore from a non-resident ... even
24 without the restructuring, [the] dividends ... would
25 have been exempt anyway since Singapore would treat them
Page 96
[Page 28]
11:47 1 as foreign-source ... In this regard, the insertion of
2 Zeph into the Mineralogy corporate structure was wholly
3 unnecessary for Palmer to obtain any personal tax
4 advantage in respect of dividends received by him."
5 Now, you engaged an expert, Ms Mitchell, to comment
6 on that report. Did you know that? Or the Claimant
7 engaged an expert.
8 A. The Claimant.
9 Q. Yes, the Claimant did. Did you know that?
10 A. Yes.
11 Q. Have you --
12 A. Can I respond to what you've said?
13 Q. Of course, okay.
14 A. So I don't dispute any of that, okay? I just want to
15 make it clear that the reason was purely in respect of
16 having a Singapore company meant under the scheme
17 I could get residency, right? And residency was
18 an important aspect. So this assumes you can just get
19 residency, permanent residency, going to Singapore.
20 And I was -- I telephoned somebody in Singapore at
21 immigration. They said, "No, you can come under one of
22 our schemes. You don't automatically get residency
23 here".
24 So the tax aspect of it, the Singapore fits in in
25 that in my mind at the time, it was guaranteeing that
Page 97
11:48 1 I could get residency in Singapore when I needed it,
2 because I could decide who the chairman would be,
3 whether I'd be a director, whether I'd be an employee,
4 whatever, but from a Singapore company to get there.
5 Does that help, or --
6 Q. Yes, it does. Thank you.
7 You said just a couple of minutes ago -- you
8 described the advantage, and then you said, "there
9 doesn't seem to be any ... reason not to". Do you
10 remember saying that --
11 A. Yes.
12 Q. -- just a moment ago? There might have been a reason
13 not to: if there had been adverse consequences for the
14 Mineralogy Group in Australia. Do you accept that?
15 A. Well, I wasn't aware of any. And I had other people who
16 were looking after the company's position, and who
17 recommended we should just -- there's no problem.
18 Q. So other people who were looking after the company's
19 position, specifically in the context of saying,
20 "Mr Palmer wants to do this restructure; let's make sure
21 it's not going to hurt the company's position"? Is that
22 what you're saying?
23 A. Well, you showed me earlier a letter from
24 Graham Sorensen, for example. And he had all the
25 ongoing nuts and bolts, if you want to call it that, of
Page 98
11:49 1 the transaction, and he didn't raise that as an issue.
2 Q. Alright. Can I take you back to Professor Cooper, this
3 time D2/6/11. (Pause)
4 There's a heading, "Inserting two
5 foreign-incorporated companies at the head of the
6 Mineralogy groups threatened significant potential tax
7 detriments". Do you see that heading?
8 A. Yes.
9 Q. And then Professor Cooper says in 18:
10 "It is not surprising that no Australian tax
11 advantages are identified since, rather than delivering
12 Australian tax advantages ..."
13 Which I know you haven't said you were seeking:
14 "... the Insertions threatened immediate and ongoing
15 Australian (and possibly foreign) income tax detriments
16 for Mr Palmer and the Mineralogy group."
17 Which he then goes on to describe.
18 And if we can go on to the next page, at
19 paragraph 21 he identifies some of the potential
20 problems: "trigger[ing] income tax".
21 A. (Laughs)
22 Q. "... passing Australian-source income through companies
23 incorporated in two foreign countries --
24 "i. potentially exposes the income to corporate tax ... and
25 withholding tax in each of those countries ...
Page 99
11:51 1 "ii. might enliven foreign tax rules triggered when
2 their locally incorporated entities own investments
3 abroad ...
4 "iii. would enliven Australian tax rules triggered
5 when Australian entities are owned from abroad (in this
6 case, Singapore and New Zealand), and
7 "c. bringing the income back into Australia creates
8 a third layer of income tax problems ...
9 "None of these potential problems would have arisen
10 if the Australian-sourced income of the Mineralogy
11 corporate group had not been routed through two
12 foreign-incorporated companies before being brought back
13 to Australia."
14 You'd agree, wouldn't you, that those are issues
15 that need to be seriously looked at?
16 A. Well, none of that's happened. We have done the
17 restructure, and none of these hypothetical things which
18 this fellow is on about has happened. I mean, surely
19 the Tax Department in Australia would action some of
20 these things if they were real. I mean, they know --
21 there's a little group in the Tax Department that just
22 looks at our stuff full time. They haven't started any
23 actions.
24 Q. To be fair to you, Mr Palmer, given that you said you
25 haven't read the report, Professor Cooper doesn't say
Page 100
[Page 29]
11:52 1 they have happened. Professor Cooper says active care
2 was necessary in the management of the restructure to
3 make sure they didn't happen. That's his position.
4 A. I see. Well, that's a great accolade to the people that
5 work for us.
6 Q. But one of the things that he says is that what was
7 critical to make sure those things didn't happen is that
8 both Zeph and MIL were Australian tax residents managed
9 from Australia.
10 A. It's much like -- could I comment on that?
11 Q. Yes, please do.
12 A. It's much like, if we look at Google or Alphabet or
13 anyone like that, they pay their tax world income
14 through Ireland, but they're American companies.
15 Everyone knows they're American companies: they're
16 listed on the New York Stock Exchange, they carry out
17 business on the New York Stock Exchange.
18 It's quite common for all companies that are of any
19 substance working internationally to put a tax residency
20 which will most advantage them in any international
21 location, which may be totally different from where
22 their operations are or where they are. That's how tax
23 advice seems to work these days. So this was nothing
24 out of the ordinary for me.
25 Q. "This" being making sure that the new --
Page 101
11:53 1 A. I didn't really get any of this advice. But I'm saying:
2 if I was given that advice, it wouldn't have been
3 a surprise to me because that's how most international
4 business is done.
5 Q. But this is international business being done in
6 a context where what you're saying is: you were doing
7 this restructuring in part to get access to personal tax
8 benefits, which didn't depend on the restructure. The
9 restructure creates tax risks that needed to be managed?
10 A. Well, they did depend on the restructuring in respect of
11 dealing with dividends: that I needed to be able to go
12 to a place where I could get residency, and that that
13 residency allowed for dividends to be paid tax-free. So
14 it did depend on that.
15 Q. I understand. It depended on you becoming able to
16 become resident in Singapore?
17 A. Singapore, that's right.
18 Q. I agree with that, yes.
19 A. So that's what I'm trying to explain.
20 Q. Yes. So where Professor --
21 A. The next point I should say is that I was -- I'm
22 interested, at my age now, in getting large payments.
23 I'm not so interested in standing annuities that go on
24 for 30 or 40 years, because I may not be here on the
25 planet, right?
Page 102
11:54 1 So I was 64; I'm now 70. I thought this could be
2 something which I could just cash out in and spend on
3 something, (Laughs) I don't know what! But that's how
4 I thought at the time. It was no more than a thought
5 like that.
6 Q. I think, Mr Palmer, can we show you D2/6/15.
7 A. Certainly.
8 Q. This is Professor Cooper at paragraph 29. So you can
9 see, reading from the start:
10 "One particular problem which will need ongoing
11 management is to prevent the deconsolidation of the MIL
12 tax consolidated group ... I mention this issue
13 specifically since, if Mr Palmer is to avoid the
14 deconsolidation of the MIL TCG [tax consolidated group],
15 it is essential the 'management and control' of Zeph
16 never be allowed to happen in Singapore."
17 Is that advice that you recall having received?
18 A. No.
19 Q. But you would agree that Zeph seems to have been managed
20 in a way to ensure that it is managed from Australia?
21 Would you agree that?
22 A. No, I don't think so. I mean, the Australian directors
23 of Zeph are not directors of Mineralogy, I don't think.
24 I am, of course. But there's Mr Sheridan, --
25 Emily Palmer ... I'm trying to think. Declan
Page 103
11:55 1 Sheridan -- sorry, Declan Sheridan, Emily Palmer, they
2 were not directors of Mineralogy, but they -- and
3 Bernard Wong, who is not a director of even Mineralogy,
4 but he's a director of the Claimant. And they are up in
5 Singapore all the time running the operations.
6 Mr Wong is responsible for the group accounting. He
7 is the CFO of both Zeph and Mineralogy, and he has to
8 put together the accounts, and regularly review them
9 every two or three months. He's got an accounting team
10 in Singapore that report to him. He's the chief -- what
11 else does he do? So he's carrying out all those things:
12 profit and loss statements.
13 Q. I think in fairness to you, Mr Palmer, I should make
14 sure you pause and appreciate the significance of this.
15 A. Yes.
16 Q. Is it your evidence -- because obviously you can't say
17 something different to this Tribunal and the Australian
18 tax authorities on the different hat.
19 A. Yes, sure.
20 Q. Is it your evidence that Zeph -- I'm not talking about
21 Mineralogy, but Zeph -- is managed and controlled from
22 Singapore?
23 A. No, as I said in my evidence, which is written evidence,
24 that people carry dual functions and dual roles. And
25 with current technology, meetings, day-to-day
Page 104
[Page 30]
11:56 1 communications all happen over the internet. And Zoom
2 meetings regularly take place between the people.
3 Q. The people who are in Australia, based in Australia?
4 A. And people who are in Singapore too.
5 Q. So I ask you again: is it your evidence that Zeph is
6 managed or controlled from Singapore?
7 A. No.
8 Q. No. Is it managed or controlled from Australia?
9 A. It depends on how you're looking at it. I'd have to
10 consider. I am the CEO of the company. I am a resident
11 of Australia. I make final decisions, normally on the
12 payments of things, in Australia for Mineralogy.
13 Q. But I'm asking you about Zeph at the moment, Mr Palmer.
14 And you'll appreciate that one of the issues before the
15 Tribunal is about whether Zeph has substantial business
16 activity in Singapore.
17 A. Mm.
18 Q. I'm asking you if you're claiming that part of that
19 substantial business activity in Singapore is whether
20 the management of that company is happening in Singapore
21 or when the management and control of that company is
22 happening in Australia.
23 A. Well, as I say, I haven't put an expert report on that
24 regard. I'd say it is what it is. The evidence is on
25 there: where the directors are, where they're based,
Page 105
11:58 1 where they're residents of and where they pay tax. So
2 it's not an area that I could go into.
3 Q. You'll see in paragraph 30, the next paragraph,
4 Professor Cooper says:
5 "The possible deconsolidation of the MIL [tax
6 consolidated group] creates an obvious tension for the
7 purposes of these proceedings. On the one hand,
8 Mr Palmer asserts that Zeph is managed and controlled by
9 its directors and the impression is conveyed that the
10 management of Zeph occurs in Singapore: ..."
11 And there's a quote from your report. And then
12 under the quote:
13 "But for Australian tax purposes ... the activities
14 occurring in Singapore can never be allowed to be so
15 important that the 'management and control' of Zeph is
16 occurring in Singapore."
17 And thus he suggests you have to walk a tightrope.
18 Are you just saying this isn't something you're
19 conscious of at all?
20 A. Well, I mean, we've put evidence on to say that the two
21 resident directors of Singapore have bank authorities
22 for the accounts in Singapore, that they control all the
23 operations in Singapore, and that they're actively doing
24 that.
25 Q. Now, they're the two people who --
Page 106
11:59 1 A. Who reside in Singapore.
2 Q. -- who reside in Singapore --
3 A. Yes.
4 Q. -- and they're the two people who were the two managers
5 of Kleenmatic?
6 A. I think they were the owners, previous owners, I think.
7 Q. Owners, and now they run the Kleenmatic business in --
8 A. They run the joint venture that we have up there.
9 Q. Alright. But you don't, I think, suggest that those two
10 individuals have a role in relation to the management of
11 Zeph, other than Kleenmatic, do you?
12 A. Well, all the directors of the company have a personal
13 liability to act in the best interests of the company in
14 respect of all the decisions the company makes.
15 Q. Well, that's a legal proposition.
16 A. Well --
17 Q. But in terms of what they actually do, do they actually
18 do anything other than run a simple cleaning --
19 A. Yes. Well, they've been down here, for example, in
20 Australia. They were here in December, running through
21 their business plans, what we were doing, both in
22 Australia and elsewhere. And they regularly fly down
23 here. They're on Zoom. Our people that are resident in
24 Australia, the people I mentioned before, regularly
25 visit Singapore. And there's a good -- you could
Page 107
12:00 1 probably feel the camaraderie in the Chinese New Year
2 party.
3 Q. Alright. Thank you, Mr Palmer. Can we move on.
4 The third and fourth reasons that you identified at
5 the start of the morning for the restructure were
6 widening investment opportunities and diversification.
7 Do you recall that?
8 A. Yes, I do, yes.
9 Q. Would you agree that neither of those reasons provides
10 any explanation for the urgency of the incorporation?
11 A. No. Can I explain why?
12 Q. Well, you've said already it was urgent to acquire
13 Visco.
14 A. Yes.
15 Q. Is that how you say diversification --
16 A. No, no, there's some other aspects which --
17 Q. Alright. Well, then please do explain.
18 A. I think it would be helpful to the Tribunal to run
19 through it, right?
20 Firstly, in the case of New Zealand, we were --
21 well, firstly, looking at my case, I was in a situation
22 where I had all of my assets held in one basket, in
23 Mineralogy, right? I was 64 years of age and I was
24 worried about risk. I was worried about risk because
25 I was involved in Mineralogy, who was involved in major
Page 108
[Page 31]
12:01 1 litigation with the Chinese Government at the particular
2 times and others, and I was worried what happens if
3 Mineralogy goes into liquidation or gets wiped out.
4 This is my thinking back in 2017/2018. So I thought it
5 would be good to have a company that I own shares in,
6 and that they own Mineralogy, so if anything happened to
7 Mineralogy, we could have some assets in that company.
8 Now, we were developing the concept of exploring for
9 lithium in New Zealand and also we looked at investing.
10 So from about May 2018, I went over to New Zealand, met
11 with Minters and also met with real estate agents and we
12 started looking at properties that we could invest in
13 New Zealand and also how we could develop the lithium
14 business. That involved, say, up to November, you know,
15 putting ads in the paper for a manager for that area,
16 and also looking at a large industrial park.
17 And I think it's Exhibit 101, right -- I could be
18 wrong, because I haven't got a note --
19 Q. Mr Palmer, my question was about urgency.
20 A. Yes. Well, I'm just trying --
21 Q. How is this answer explaining the urgency?
22 A. I'm just going to come to that.
23 So we were offered that property, and we had other
24 people going for that property. And when -- so we had
25 to incorporate the company to buy the property. And we
Page 109
12:02 1 incorporated MIL, I think, on 12 or 14 December, from
2 memory, right? And you'll see in that Exhibit 101 the
3 property was settled -- no, 12 December, that was
4 settled in January. And I think the settlement was
5 a 30-day settlement, which is standard for real estate
6 contracts.
7 So the contract, from memory, was signed on
8 18 December, that's the date of the settlement, and the
9 title search is the exhibit, so you've got the right
10 date of settlement. I haven't got that.
11 Q. So your evidence, Mr Palmer, is that the incorporation
12 of MIL was urgent because you needed to acquire
13 a particular property?
14 A. Yes, and the details of the property are in my
15 statement, in the exhibit. And we paid $11.5 million
16 for that property, and that's -- so it's a substantial
17 property. And that fulfilled a role for me that it was
18 a company that I owned that wasn't in Mineralogy.
19 And at the same time, we were developing the concept
20 of: will we have a Singapore company just owned by me or
21 will we go with the Martino strategy? I had to make
22 a decision. I went on holidays for Christmas in 2018,
23 and I came back in January, about the 7th or 10th,
24 sometime around there, and I decided we'd go the Martino
25 structure, right? We'd do that through the -- by using
Page 110
12:04 1 MIL to do that. It may have been December we decided
2 that; it may have been sometime after Christmas.
3 Anyway, we decided we'd do that.
4 MIL then acquired -- did a takeover of Mineralogy,
5 and in doing so, it had to comply with the requirements
6 of the Australian Taxation Office and the Australian
7 Land Tax Offices in the two states as to what
8 shareholding it had and what was regarded as
9 a restructure allowed under the Act for tax purposes.
10 And one of those things was there would be a $1
11 share issued in the company and that they would -- there
12 would be a share swap. And then there would be the
13 other company on top of the other, with the same number
14 of shares, so there'd be, in effect, the same value
15 within the group, so there would be no taxable event.
16 So that was a requirement of the legislation.
17 Q. Mr Palmer, we've gone a very long way from the question
18 that I asked you.
19 A. I'm sorry.
20 Q. A very long way.
21 So I asked you about the urgency of the restructure.
22 You said: acquiring a property in New Zealand for
23 $11 million.
24 A. $11.5 million.
25 Q. Okay. Are you suggesting that the acquisition -- this
Page 111
12:05 1 is a property in a city, isn't it, from memory?
2 A. It's in Christchurch.
3 Q. It's in Christchurch. So it's not a mining property,
4 it's --
5 A. No, no. It's an industrial park.
6 Q. So acquiring a property in an industrial park in
7 Christchurch for $11 million, are you suggesting that
8 that provided meaningful diversification of the
9 Mineralogy Group?
10 A. Yes, well, it did for me personally, because I own that
11 company that bought it, right? And, you know,
12 subsequently there's the restructure and then Mineralogy
13 is in there.
14 So it is also a diversification of jurisdiction.
15 I wasn't a very popular person to some people in
16 Australia at that time, and who knows what the
17 Government can do? We can see the Amend [ment] Act, what
18 the Government can do to you, right? So --
19 Q. So your evidence is that there was an urgent need to
20 restructure to acquire this industrial park property in
21 Christchurch; is that what you're saying?
22 A. Yes, yes. They gave us a deadline to buy it, to do
23 something or hop off the pot.
24 Q. And again, that's urgent enough so that even though
25 you've decided to defer the restructure until you get
Page 112
[Page 32]
12:06 1 the royalties appeal judgment, you change your mind and
2 don't wait till the following May?
3 A. Yes. We don't think it's -- we just thought the course
4 we'd already decided, that that was a good thing to do
5 at the time, and use that structure that Domenic had
6 suggested. There was no downside.
7 Q. You said in your first witness statement that the
8 prudent course was to wait. The royalties judgment is
9 a judgment about hundreds of millions of dollars; it's
10 not about an $11 million property, it's a big-ticket
11 item, isn't it?
12 A. Well, allow me to correct you: it's probably about
13 billions of dollars, in reality, right?
14 Q. Okay.
15 A. So it's a significant thing.
16 Q. Well, that makes the point really.
17 A. Yes.
18 Q. An $11 million property is small beans in comparison to
19 what you were talking about?
20 A. Well, it's personal, it's not corporate.
21 And secondly, I think you've got to understand that
22 the restructure, doing it at that time in no way impeded
23 us when we applied -- when we approached the banks. We
24 still maintained the proposition that we would approach
25 the banks as soon as we could once the judgment became
Page 113
12:07 1 certain through the courts, which --
2 Q. Why do you say it was personal, not corporate,
3 Mr Palmer?
4 A. Because I would own MIL, the New Zealand company, and
5 it would own Mineralogy. That was the basic structure
6 we were looking at, right? Sorry -- yes, initially it
7 would own Mineralogy. That was personal because if
8 Mineralogy went broke, we lost everything, I would still
9 personally have the assets which was in MIL, because the
10 legal actions and everything were against Mineralogy.
11 Do you follow that?
12 Q. I do follow that.
13 Can I take you then to some of what happens
14 happening in Australia at the relevant time, and to ask
15 that you be shown [E2]/133/2.
16 This is, I'm sure, a familiar document to you: it's
17 the speech that Premier McGowan gave in Parliament.
18 It's Exhibit R-133 for the Tribunal. Mr McGowan -- or
19 Premier McGowan, as he then was, said ...
20 It hasn't come up actually. (Pause)
21 So this is part of the proceedings in the Western
22 Australian Parliament. And near the bottom of the page,
23 you can see the Premier is critical of you, in the last
24 few lines:
25 "I am very disappointed in Mr Palmer's unreasonable
Page 114
12:09 1 response and ... behaviour... Three thousand Australian
2 jobs are at risk and the ongoing investment of hundreds
3 of millions ... is in limbo. I urge Mr Palmer to
4 resolve these issues with CITIC ..."
5 And then over the page, near the top of the page,
6 the Premier said:
7 "State agreements are an important instrument. They
8 are a privileged instrument for the companies that are
9 a party to them ... there is a responsibility on the
10 beneficiary, Mineralogy, to do the right thing. I noted
11 the recent comments of the opposition leader and his
12 offer to help the government to do all he can to sustain
13 the project including altering the state agreement.
14 I thank the opposition leader for this commitment.
15 It appears we are as one on this issue, which is good to
16 know. I am pleased we both agree that this issue needs
17 to be resolved. Clive Palmer and Mineralogy are now on
18 notice."
19 And my question is this: I suggest that -- quite
20 reasonably, I comment -- you understood that speech as
21 indicating the Premier, with the apparent support of the
22 opposition, as threatening that if you did not reach
23 an agreement with CITIC, the Parliament may unilaterally
24 alter the State Agreement to your detriment.
25 A. Well, I understood that that's what he was saying from
Page 115
12:10 1 reading this, but I didn't believe it. And the reason
2 I didn't believe it I think is set out in Exhibit 25,
3 which is a paper written by the Premier of Western
4 Australia to the Australian Mining Law Conference, which
5 I referred to yesterday in my opening.
6 Q. A mid-1990s paper?
7 A. '93, I think it was, yes.
8 Q. So long before this?
9 A. Yes. But of course he was the previous Premier to this
10 Premier, right?
11 And secondly, there had never been a state agreement
12 altered for 70 years, and in that paper and in the State
13 Agreement itself, it says they can only be altered by
14 consent.
15 So I foreshadowed this as an early round trying to
16 soften me up to get me to do a -- agree a consent
17 amendment of the State Agreement.
18 Q. So your evidence to this Tribunal now is: even though
19 you've got the Premier and the opposition leader
20 agreeing you're on notice, "Clive Palmer and Mineralogy
21 are ... on notice" that they could alter the State
22 Agreement, you didn't think that was a serious threat?
23 A. I thought that was rubbish. Because in business or in
24 high-level discussions like this, people bluff all the
25 time. And I wanted to call this guy's bluff and see if
Page 116
[Page 33]
12:12 1 he'd do it. And I did call his bluff and he didn't do
2 it: he backed down. And the matter, or the dispute,
3 went to the Supreme Court of Western Australia, where
4 we won.
5 So this is --
6 Q. You won a dispute with CITIC. But I'm asking you about
7 a dispute with the WA Government.
8 A. Mm.
9 Q. You --
10 A. I had no dispute with the WA Government. They were
11 talking about CITIC here, not about any dispute with us.
12 Firstly, I had written to them, which I'm sure
13 you'll show me in a minute.
14 Q. You wrote to them immediately, within a day or two of
15 this statement being made --
16 A. Yes. Well, anyway, I wrote to them and I did ask them
17 to say what changes they wanted to the State Agreement.
18 And I thought -- we had not rejected any changes to the
19 State Agreement. And I genuinely thought the government
20 would put changes to us before they acted on them.
21 Q. Right. So can we show you: it's Exhibit R-134. It's
22 E2/134/1. It's actually the next day.
23 A. Yes.
24 Q. "Re: Proposed meeting to discuss the [State] Agreement":
25 "In the media ... there have been reports ..."
Page 117
12:13 1 This is a letter to the Premier.
2 A. Yes.
3 Q. "... there have been reports that you may be considering
4 altering the IOPAA ..."
5 That's the State Agreement:
6 "... to allow ... CITIC more tailing space ..."
7 And you say:
8 "Mineralogy have grave concerns with the demand
9 by CITIC ... carte blanche... [will] sterilise the
10 prime tailing[s] location for the remaining Balmoral
11 North Project and greatly diminish its value ..."
12 So Mineralogy is writing that it's got "grave
13 concerns", but it didn't really?
14 A. Well, first of all, if you have a look at the first
15 paragraph of the letter at the end, it's got:
16 "... this may appear to be a reasonable option."
17 So firstly, we wanted to explain to the Premier
18 that:
19 "It must be remembered that the ... area ... is
20 conceived of as a Multi User Project by Mineralogy."
21 I'm reading from the third paragraph.
22 "CITIC have access to only 3 of the 12 magnetite ore
23 bearing mining leases ... the remaining 9 ... leases
24 [are held by these other companies]."
25 And we've got "grave concerns" about that.
Page 118
12:14 1 So as -- and we'd had a discussion with his deputy
2 director general, Geoffrey Wedgewood, on 6 June, and
3 we talked about the Chinese company not doing --
4 Q. 6 June?
5 A. Yes, 6 June 2018.
6 Q. Six months earlier?
7 A. Yes, we had discussions about what the dispute with
8 CITIC was about, right?
9 If you go to the next page, can you?
10 Q. What I'm suggesting to you, Mr Palmer, is that -- so
11 you've got the Premier, with the opposition leader,
12 threatening unilateral amendment on the 29th; you've got
13 Mineralogy responding the next day; and two weeks later,
14 MIL is incorporated.
15 A. Yes.
16 Q. And you seem to be suggesting to the Tribunal that that
17 was because of the opportunity to buy property in
18 an industrial park in Christchurch, rather than what was
19 happening with the threats being made against you in
20 Australia. Is that what you're saying?
21 A. Well, yes, of course it was. And the company was
22 purchased and does operate; was purchased, and we had
23 pressure to do it.
24 Q. Yes. And --
25 A. No one would ever believe a state government would pass
Page 119
12:15 1 such legislation. You only have to have a look at the
2 state agreements: they are guaranteed to be inviolable.
3 If you look at the paper by the Premier before this, he
4 guarantees that state agreements won't be changed.
5 So no one could take McGowan seriously.
6 Q. Well, he writes an academic --
7 A. He's just a Labour hack.
8 Q. You're not suggesting, though, that the State Parliament
9 didn't have the power to pass legislation that would
10 amend the State Agreement? You know that it did have
11 that power?
12 A. Well, I don't know that it had the power. And at the
13 time I didn't know that it had the power, and I --
14 Q. You do now, because you litigated it in the High Court
15 and you were told.
16 A. Yes, okay. But you're asking me what our position was
17 at the time of this letter. And what I said: that it
18 was well known within the industry that state agreements
19 were inviolable and no government or opposition would
20 ever change them, because the Agreement itself said it
21 could only be changed by consent, and that Agreement had
22 been ratified by the State Parliament.
23 So I didn't think any threat they made -- people
24 often make threats to you in business and they never
25 carry them out.
Page 120
[Page 34]
12:16 1 Q. So --
2 A. And this was never carried out: the State Agreement was
3 never altered for CITIC.
4 Q. You've said that, Mr Palmer.
5 So MIL was incorporated in mid-December. You've
6 said, I think, you then went away on holiday and you
7 came back around 7 January, something like that. Is
8 that correct?
9 A. Sometime. But I could have been in touch while I was
10 away with what was happening.
11 Q. But then at some point not too long after your return --
12 can we show Mr Palmer E2/44/2 (R-44).
13 This is a letter that we showed the Tribunal
14 yesterday in our opening, a letter dated 18 January sent
15 to Premier McGowan. And can I just invite your
16 attention to the first paragraph.
17 This is a letter, I should say -- actually, no, can
18 we go to the very first page. Sorry, I said 2, but
19 let's go to /1.
20 So again, this is an email sent to the Premier by
21 your EA; you agree with that?
22 A. Yes.
23 Q. And then over the page, you can see the letter of
24 18 January.
25 So you refer to MIL as the owner of Mineralogy?
Page 121
12:17 1 A. Yes.
2 Q. You assert that:
3 "... [it] engages in substantive business operations
4 in New Zealand and has an active and continuous link
5 with that country's economy."
6 A. Yes.
7 Q. So you were happy to assert that it had such a link
8 after it existed for a few weeks?
9 A. Sure.
10 Q. Sure. That wasn't true, was it?
11 A. How do you mean?
12 Q. Well, how could it possibly have had an "active and
13 continuous link" with the country when it had only just
14 been formed?
15 A. Well, if you go to the exhibit I referred you to before,
16 it's purchased the property since it's been
17 incorporated, it's set up an office, it's established
18 people, and it's had the authority to do that.
19 Q. And it's "entitled to the protections offered to
20 investors under [AANZFTA]", you assert.
21 A. Mm.
22 Q. Now, going on in that letter to page 7.
23 Oh, sorry. I apologise, I've given the wrong
24 reference. It's the bottom of page 6. It's on the
25 screen, sorry. That's correct. It's in the
Page 122
12:19 1 "Conclusion" section, near the bottom of the second-last
2 paragraph.
3 A. We're on page 5 at the moment.
4 Q. So if we could go to the next page, page 6 of 7. Thank
5 you, that page, blowing up the "Conclusion".
6 In the last paragraph, it says:
7 "We urge you to meet with us so ... you can properly
8 understand why Mineralogy has not consented to the Sino
9 and Korean proposals to date. If your Government
10 proceeds with amending legislation, MIL will immediately
11 make a claim for $45Bn against the Commonwealth."
12 So you'd accept, wouldn't you, that that is, in
13 terms, a threat to commence an investor-state
14 proceeding?
15 A. This letter, a seven-page letter of which you've cited
16 selectively two paragraphs, threatened the government
17 with every possible remedy under the sun, right?
18 Because this letter was written for a prime purpose of
19 calling out the Premier from stopping accusing me of
20 things, creating a public problem to me and my company.
21 If he wanted to have a fight, this was to tell him,
22 "Okay, we'll have a fight with you". That's what it was
23 about.
24 And of course the Premier got this letter. He never
25 did anything at all. What he threatened to do, he
Page 123
12:20 1 backed down 100%. And CITIC then went with their case
2 to the Supreme Court in Western Australia, which was the
3 proper venue to do it, and they got beaten.
4 Now, at no time did anyone take this as being
5 a serious threat from the Premier. I never did.
6 Q. Well, how could you possibly know that? In the first
7 paragraph of the letter, it threatens proceedings under
8 AANZFTA.
9 A. Of course it does.
10 Q. In the last paragraph of the letter, it threatens
11 a $45 billion claim.
12 A. And all through the letter, it threatens other action:
13 breach of contract, contacting sellers. Let's go back
14 and look at pages 3, 4, 5 where all the threats are.
15 This was two people chucking threats at each other
16 at a high level. And the Western Australian Government
17 showed the courage that they've got, and they backed
18 down, and we won in the Western Australia courts.
19 Q. Now, you copied this to --
20 A. So to be vindicated at court is something reasonable.
21 Q. -- the Commonwealth Government?
22 A. Sorry?
23 Q. You copied this letter to the Commonwealth Government?
24 A. Yes. If the Commonwealth Government could put pressure
25 on McGowan, all the better.
Page 124
[Page 35]
12:21 1 Q. Yes. And you made the same threat in the letter to the
2 Commonwealth Government?
3 A. Sure, we'd threaten anybody. I mean, many people get
4 threatened with a whole lot of things that never happen
5 to them, and threats are a thing that was being
6 threatened against me.
7 Q. Yes. Now, you use the words "substantive business
8 operations in New Zealand". Were you receiving legal
9 advice about the content of these things?
10 A. No. To deal with that matter, I've known about
11 invest[or]-state arbitration or investor-state treaties
12 since about 2004. And around 2014, 2015, 2016, I was
13 a member of the House of Representatives Trade --
14 I forget what it's called now -- Trade Committee, and we
15 discussed investor-state agreements on that committee.
16 I think that there's a report out in one of your
17 exhibits which has got my name to it.
18 Q. So you're saying you remember the test off the top of
19 your head?
20 A. Yes, of course I do. I was familiar with all those
21 things. I've lectured as part of my things at
22 university. I didn't need to get advice from anybody.
23 But this was -- I would have put anything in there.
24 I would have said, "We'll sell your wife, we'll sell up
25 your house", whatever, because it was written to him
Page 125
12:22 1 with the express purpose of stopping him from attacking
2 my company and our livelihood of our workers. And it
3 did: he backed down completely, did nothing.
4 Q. Perhaps to circumvent things a little bit, you would say
5 the same thing, would you, about the letter that was
6 sent on 4 February, after Zeph was incorporated, again
7 threatening these proceedings if --
8 A. Well, these things were happening at the same time. So
9 anything that was sent threatening the Western
10 Australian Government was in that angle. And it was all
11 based on the security and the knowledge of the paper by
12 the former Premier, Colin Barnett, who said that state
13 agreements could not be changed by the Parliament. As
14 simple as that.
15 Q. Mr Palmer, you can't seriously be suggesting that you
16 think, and that former Premier Barnett said, that
17 a State Parliament couldn't alter a state law? He
18 wasn't saying they shouldn't, because state agreements
19 are sacrosanct. He wasn't saying they couldn't.
20 A. We'll have to go and look at the paper, because you'll
21 appreciate I can't remember, but I think he was saying
22 they couldn't alter it. And I invite the Tribunal to
23 read that paper to be fully up to date with what the
24 state of the knowledge was and the expectation of the
25 community was at that time.
Page 126
12:23 1 Q. You were personally involved in drafting these
2 threatening letters --
3 A. Let me say, I never would have written this if
4 I seriously was thinking about state investment treaty
5 at that stage; I never would have written something like
6 that. I was smart enough to know not to do that, if
7 that's what I was thinking. I never would have written
8 something like that.
9 Q. Well ...
10 A. Because it never happened: he never did anything.
11 Q. Can we show you, please, E2/802/1 (R-802).
12 A. Yes.
13 Q. This is a draft of the letter that MIL sent on
14 4 February. And the Tribunal saw that letter yesterday:
15 it's Exhibit R-141. But this is the draft of it.
16 Perhaps before focusing on the content of that
17 letter, can I show you E2/801/1 (R-801), which is the
18 covering email. And again I won't use the name, but you
19 can see you write to Mr Wong. Sorry --
20 A. I authorised this.
21 Q. -- you sent it to Sarah Mole, in fact.
22 A. Yes, I asked her to print it and send it on.
23 Q. "See me about this draft", you say, "print".
24 A. Yes.
25 Q. So you were personally involved in the draft?
Page 127
12:24 1 A. Yes, I think -- I don't know whether I've signed the
2 letter or not. I think it was Mr Wong that signed it,
3 wasn't it?
4 Q. No, you didn't sign it. But my question to you was: you
5 were personally involved in it? You said, "See me about
6 this draft".
7 A. I was aware of the letter. It was part of our campaign
8 against the Government.
9 Q. And it's a letter in which this draft -- going back to
10 R-802, which is E2/802/1.
11 A. Mm-hm.
12 Q. It's dated 24 January. So this is before Zeph becomes
13 part of the group?
14 A. No, I think they already are part of the group,
15 21 January. Oh, no, sorry, part of the group --
16 Q. The company existed --
17 A. They existed, yes.
18 Q. -- but it wasn't yet part of the group.
19 A. Yes, that was a genuine misunderstanding. Sorry about
20 that.
21 Q. And the author of the draft seems to be unable to
22 remember the name of the company: you can see the square
23 brackets in the second paragraph? It's "[Mineralogy
24 Singapore Pte Ltd[?]]" But that is, we can agree, Zeph.
25 Do you agree with that?
Page 128
[Page 36]
12:25 1 A. No --
2 Q. You can see it's described in the next paragraph as:
3 "... a Singapore registered company, which engages
4 in substantive business operations in Singapore ..."
5 A. Well, the letter is from the New Zealand company, right?
6 Q. It's from the New Zealand company --
7 A. Yes.
8 Q. -- which is recognising that it now holds its interest
9 in Mineralogy via the Singaporean company. It's
10 contemplating a share swap that hasn't happened yet.
11 A. I can't -- my recollection was the share swap happened
12 later.
13 Q. It did, a few days later.
14 A. Yes, so this letter doesn't add up with that.
15 Q. Well, this letter is the draft of a letter that was
16 sent, in final form, after the share swap.
17 A. Well, let's see that letter. That's more relevant than
18 looking at drafts.
19 Q. Alright, I will show you that letter in a moment.
20 But what I'm suggesting to you is that you were
21 involved in the drafting of a letter threatening
22 investor-state proceedings by Zeph before Zeph was even
23 in the group. That's what I'm putting to you.
24 A. Oh, that's not true. But I was aware that -- of this
25 strategy with the Western Australian Government, and
Page 129
12:26 1 I endorsed it.
2 Q. When you say, "that's not true", if we go to the second
3 page, the last part of the letter, it says:
4 "Any interference in the rights of Mineralogy under
5 the State Agreement will cause loss and damage and
6 Mineralogy and investors ([including Zeph] and MIL) will
7 both strenuously pursue ... their rights ... under
8 domestic law and under the SAFTA..."
9 So it does threaten proceedings.
10 A. Sorry, it doesn't say "including Zeph and MIL". Where
11 does it say that?
12 Q. Well, "MSPL" is defined as what the person thinks in
13 square brackets is the name of the new Singaporean
14 company, which is Zeph.
15 A. Well, I can't say.
16 THE PRESIDENT: Maybe you show the initial paragraph again.
17 DR DONAGHUE: I will show the --
18 A. I don't know, but I'm not denying these sort of letters
19 were sent to the Western Australian Government. I was
20 aware of them. I didn't write all of the letters.
21 I looked at some of them; I may have printed some of
22 them. But we're not backing down from that: we did do
23 that. And we did it to force them to give up their
24 campaign which they did against us in respect of the
25 CITIC matter.
Page 130
12:27 1 And as I said, we went to court and won. And it
2 should have been decided in court. And the Premier
3 backed down. That gave us every expectation that he was
4 weak, and that we could -- any time he tried to do
5 anything against us, we just had to hit him in the press
6 and he would crumble. And he did.
7 Q. Just to finish this off, I'll show you the final form of
8 the letter. It's Exhibit R-141. It's E2/141/1.
9 This letter actually was sent. And if you look in
10 the second paragraph ...
11 A. Who signed it?
12 Q. The then chair, Mr Mashayanyika. But you can see in the
13 second paragraph it's clearly talking about Zeph, then
14 called "MIPL". (Pause)
15 A. Well, it is in that letter, I think that's right.
16 Q. I don't know if the Opus operator is able to put the two
17 pages side by side so we can see the final letter.
18 A. No, I think I concede that that's the case. But that's
19 okay.
20 Q. Yes. So this is the letter where, a couple of days
21 after Zeph is included in the group, it said, "We've got
22 substantive business operations in Singapore, we're
23 entitled to protection under the Singapore-Australia
24 free trade agreement, and if you interfere with our
25 rights under the State Agreement, we're going to bring
Page 131
12:29 1 proceedings against you under SAFTA". That's the final
2 paragraph, you can see.
3 A. The final paragraph is:
4 "We once again urge you to meet with Mineralogy
5 representatives to discuss [the] matter."
6 Q. So is it fair to say that you are saying to the
7 Tribunal: all of these letters threatening
8 investor-state proceedings were just bluff and bluster
9 and should be ignored? They tell you nothing about the
10 purpose of --
11 A. Well, I don't think that they should be ignored. We're
12 certainly not hiding them. But we're just pointing out
13 that we won that fight with the Premier: he didn't
14 produce --
15 Q. Can you please try to focus on the question. You seem
16 to be saying they don't tell you anything about the
17 purpose of the incorporation of the two companies?
18 A. Well, I don't think they do.
19 Q. Nothing at all?
20 A. Nothing at all.
21 Q. So you're asking the Tribunal to look at the
22 contemporaneous documents and to say: ignore them in
23 favour of explanations that are completely unsupported
24 by any documents?
25 A. Well, all I can say is: at that time, no one thought
Page 132
[Page 37]
12:30 1 anyone could change a state agreement, or that
2 Parliament had the power to do so.
3 Q. Well, you've given that evidence, so --
4 A. Well, that's all I can say.
5 Q. So you're saying: ignore the contemporaneous document in
6 favour of coal and personal tax, neither of which
7 explains the urgency?
8 A. Sorry, I've explained the urgency to you separately.
9 Q. All we've got for the urgency is this diversification
10 objective.
11 A. Well, it mightn't be important to you, but it is to me,
12 to have $11.5 million of assets --
13 Q. Okay.
14 A. -- that I can access personally.
15 Q. So it's not about investor protection: it's all about
16 Visco and a property in Christchurch worth $11 million.
17 Is that really what you're saying?
18 A. This is all about the CITIC dispute, with CITIC.
19 Q. No, no. The restructure: are you saying it's all about,
20 at the end of the day, Visco and an $11.5 million
[Page 145]
12:44 1 way which would affect their rights to pursue their 2 claim for damages as set out in the Award ... their 3 position [is] that the State is unable to do so because 4 of ... the Singapore-Australia Free Trade Agreement ..." 5 A. Mm-hm. 6 Q. And then: 7 "MIPL ..." 8 Which is Zeph: 9 "... is a Singaporean registered company, which 10 engages in substantive business operations in 11 Singapore ..." 12 A. Mm-hm. 13 Q. I want to suggest to you -- and we can bring up the 14 letters side by side if we need to that other than 15 the first paragraph, the text of this letter is almost 16 exactly the same as the 4 February letter that we were 17 discussing earlier. 18 A. Yes. 19 Q. Would you agree with that? 20 A. It's similar, without going to it, but 21 Q. It looks like one was probably copied from the other as 22 the template, and then you modified it? 23 A. Well, maybe I'll be helpful to you and say it was 24 yes, once the award was given to us and we knew we could 25 claim damages, we wanted to make sure we kept McGowan in
[Page 146]
12:45 1 his box, and we wrote this letter. This letter is 2 written nine/ten months after the restructure. 3 Q. I understand that. But this letter is written 4 nine/ten months after the restructure in 5 A. I think so. 6 Q. terms -- if we can go to the second page. So if you 7 look at the second-last paragraph: 8 "Any interference in the rights of Mineralogy and IM 9 under the State Agreement will cause loss and damage to 10 Mineralogy and the investors ... ([including] MIPL) [and 11 they] will strenuously pursue all their rights including 12 under domestic law and [including] under the SAFTA ..." 13 A. Sure. 14 Q. So that's exactly the same language as appears in the 15 4 February letter 16 A. And it was written for the same reasons. 17 Q. Yes. So it contemplates the possibility that there 18 might be a unilateral interference by Western Australia 19 with your rights under the State Agreement? 20 A. Well, there were a lot of threats made to us at that 21 time by different people, including commercial threats 22 by our competitors in iron ore, BHP and Rio and their 23 offices, right? And we believed that we were all in 24 cahoots with the Premier trying to put us out of 25 business, as simple as that.
[Page 147]
12:46 1 And we wrote this was a matter-of-form letter: 2 that basically we should hit McGowan as hard as we did 3 last time, when he backed down, and keep him in his box. 4 That's how we interpreted it then. But it's not so 5 relevant for the legal argument we put out saying that 6 this is still ten months after restructure this letter 7 is written. 8 Q. But what it shows, Mr Palmer, is that 9 A. I don't see where you're going. 10 Q. What it shows is that in October 2019, you were 11 contemplating the possibility that there might be 12 a legislative interference with the awards made by 13 Michael McHugh? 14 A. I was contemplating that the Premier had said in 15 Parliament that he planned to do this -- interfere with 16 the Agreement -- back in 2018, that we had written to 17 him intensively at that time 18 Q. Sorry, can I just clarify: "to do this" being to 19 unilaterally amend the State Agreement? 20 A. To repeal unilaterally the State Agreement. 21 Q. That's what you meant, yes. 22 A. I mean, you showed me earlier a draft between the 23 Parliament -- there was the Premier, I think, and the 24 leader of the opposition, and we said they were trying 25 to bluff us and have a go to at us, right? And he made
[Page 148]
12:47 1 those threats back in 2018 and we dealt with that by 2 a series of letters, which ultimately he backed down, 3 didn't interfere with that. We now have got this award 4 saying we can claim damages. 5 But there's also one additional point, and I'm not 6 sure -- which is irrelevant to what you're saying, is 7 that I think that there was an appeal lodged by the 8 State to the State Supreme Court in respect of the 9 second award, right? And in that appeal there was 10 an expert evidence from the State saying that the damage 11 we had suffered were $27 billion; that was the State's 12 expert. 13 So once we saw that, we realised that this is very 14 large amounts of money that's at stake here, that we 15 should do everything we can to protect our position. 16 Q. Is that document you're referring to in the record in 17 this proceeding? 18 A. Well, I think it is, actually. If I could consult 19 I'm sure I know where it is if you want me to get it. 20 Q. We might check that over. 21 A. It's the State of as I said, I'm not sure of the 22 exact timing, but I know it was after the award, and the 23 independent expert was William Preston. 24 Q. Okay. You're not, I think -- 25 A. I'm just explaining why we wrote the letter.
[Page 149]
12:49 1 Q. No, I understand. I don't think you've said, Mr Palmer, 2 that Premier McGowan, after Mr McHugh delivered this 3 second award, made another threat to unilaterally amend 4 the State Agreement though? You've said he made the 5 threat back in November. 6 A. He did. And our relationship at that time was not one 7 of trust, right? He'd sort of attacked me many times 8 politically because he was worried our party would stand 9 at the state election, which we never did. 10 Q. And you regarded that threat that he made back then as 11 a -- when you wrote this letter, you were concerned that 12 that threat might extend to interfering with the victory 13 you had just had in the second McHugh award; that's 14 right, isn't it? 15 A. Yes. But I think -- under the State Agreement there was 16 a requirement that we consult with the Premier and he 17 consults with us. We'd endeavoured to consult with him 18 for nine months and he wouldn't meet with us. So it 19 indicated to us that we were still at war. 20 Q. Indeed. But I'm just seeking to clarify that when you 21 wrote this letter, just after you got the award, you 22 thought, "Well, I've had a win before McHugh in the 23 second award" 24 A. I had two wins. 25 Q. Indeed. But having won the second award, your concern
[Page 150]
12:50 1 was the threat that McGowan had made back in November 2 might mean that he would unilaterally interfere with 3 your win. And you were doing here is you were saying, 4 "You can't do that because I have investor-state 5 protection"? 6 A. What we were concerned about was publicity. We got bad 7 publicity over three or four months being dragged 8 through the media, and when this happened, we didn't 9 want to get further bad publicity. So this sort of 10 letter was effective in stopping it last time, and we 11 thought: it's better to stop it before the publicity 12 starts. 13 Q. Alright. So you're now saying you were concerned about 14 publicity; you weren't concerned about unilateral 15 amendment with your rights under the McHugh award? 16 A. That was our prime concern. Because we never were of 17 the view even then, which is ten months after the 18 restructuring, we were never of the view that they could 19 change the State Agreement, and we were still relying on 20 the 70 years where this had never happened to anybody. 21 The Government had never changed anything ever, for 22 70 years, and no one would imagine that they would do 23 that. 24 Q. So this is another letter, you say 25 A. It's Australia, after all
[Page 151]
12:51 1 Q. where you seem to be concerned about them making 2 a unilateral amendment, but you're saying to the 3 Tribunal, "I wasn't actually concerned about the thing 4 that I was writing". Is that what you're saying? 5 A. Well, I didn't imagine they would do that, and I don't 6 think anyone did. 7 Q. Well, it looks like you did imagine that they would do 8 it, and you threatened to take action if they did it. 9 A. Well, I'm trying to I've sworn an oath to give you 10 honest answers, and I have to do that. Even if they're 11 unpalatable, illogical or whatever, I have to answer you 12 honestly. And I personally never thought McGowan would 13 do such a thing. I don't think anyone that looks at, 14 say, the Amendment Act -- 15 THE PRESIDENT: I think you said that already. We got it. 16 Dr Donaghue, do you mind if I ask a question while 17 we are on this letter? 18 DR DONAGHUE: Not at all. 19 THE PRESIDENT: I understood your case to be that the 20 Amendment Act that was taken in August 2020 was not 21 foreseeable. 22 A. Yes. 23 THE PRESIDENT: Now, this letter is from October 2019, and 24 I get your statement that it is after the restructure. 25 A. Yes.
[Page 152]
12:52 1 THE PRESIDENT: However, in this letter, my reading of it -- 2 and if you disagree, you have to tell me why 3 A. Yes. 4 THE PRESIDENT: is that you foresaw a dispute in respect 5 of the arbitrations well before the Amendment Act, 6 a number of months before the Amendment Act. 7 Am I mistaken? 8 A. Yes, you are. And can I explain why? 9 THE PRESIDENT: Yes, please. 10 A. Because you asked me to explain why. 11 If we look at the whole timeline of everything, 12 you'll notice that we were negotiating with the State to 13 enter into the arbitration agreement and the mediation 14 agreement. And I must say, the State Solicitor and 15 their office had been very active and very proper in 16 those negotiations, and it wasn't until three weeks 17 before we signed the -- sorry, I think it was about 18 three weeks before the Amendment Act that we signed the 19 arbitration agreement. Then we signed an agreement for 20 mediation with the Chief -- former Chief Justice of 21 Western Australia to mediate these things. And we think 22 that must have been done in good faith. 23 And from the time you signed the arbitration 24 agreement and the mediation agreement, whatever your 25 disputes were previously, they're all washed up: the
[Page 153]
12:53 1 parties have agreed to settle that by arbitration. 2 So we had very promising negotiations with the 3 State, through the State Solicitor's Office, to do the 4 arbitration agreement. We were getting good feedback 5 there. So we're sort of saying, "Well, politicians are 6 politicians, life goes on with the bureaucracy, 7 especially with lawyers". And then we signed those 8 agreements. 9 And then three weeks later, they brought in the 10 Amendment Act. 11 THE PRESIDENT: Thank you. 12 DR DONAGHUE: Following on from that, though, Mr Palmer, 13 what I seek to put to you is that you've seen that in 14 August 2018, before the restructure, you initiated the 15 arbitration that led to the second McHugh award, saying 16 there's a dispute between Mineralogy and WA about 17 whether they have to pay you damages about 18 Balmoral South. 19 A. Yes. 20 Q. And then four days after the award is made, you say, 21 "You can't interfere with the damages that I just got as 22 a result of that ongoing arbitration because Zeph means 23 I'm protected by the Singapore Free Trade Agreement". 24 A. Well, all I can say is that it was a 50/50 call, based 25 on the case I just say 50/50, the case at the time
[Page 154]
12:54 1 through that second arbitration, whether we were 2 responsible for any sort of damages. And we never 3 imagined the damages would be up around $27 billion per 4 project, which was quite high, even higher than we've 5 claimed. And the State produced their expert, 6 William Preston, at some stage. 7 Q. You've given that evidence. But I'm inviting your 8 attention to focus on the chronology, which is that you 9 are invoking investor-state protection via Zeph in the 10 specific context of the resolution of a debate about 11 an entitlement to damages that started no later than 12 August 2018. That's the first proposition I am putting 13 to you. 14 That's true, isn't it? It's true on the face of the 15 letter. 16 A. Yes. 17 Q. And that in doing so, you are expressly recognising and 18 trying to head off a legislative amendment to interfere 19 with the award that you just got? 20 A. Well, my evidence is I'm not. That wasn't my intention. 21 My intention was to stop McGowan publicly humiliating us 22 in the press, which he had done previously. 23 Q. And the interference that ultimately happened, via 24 Section 10 of the Amendment Act, is the very kind of 25 interference you referred to in the October letter
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12:56 1 that's on the screen. That's right, too, isn't it? 2 A. Yes, that's right, viewed very narrowly. If you look at 3 the Amendment Act, though, it does a lot more than 4 that 5 Q. I appreciate it does other things. But in terms of what 6 Section 10 does 7 A. Well, it's not something that we thought about, to be 8 honest. We just wanted to say, "Hey, hey, we've won", 9 and stick it up McGowan, which we did. 10 Q. Before lunch, can we conclude in this way: I want to put 11 it to you that ... I'll go back one step. 12 Are you aware that in your Rejoinder on Preliminary 13 Objections at paragraph 383 -- this is B/4/177 -- Zeph 14 conceded for the first time that investment treaty 15 coverage was one of the purposes for the restructure? 16 It say it was an ancillary purpose. Are you aware of 17 that? 18 A. Can I read it? 19 Q. Yes. 20 A. What number is it? 21 Q. It will come up in a minute. It's paragraph 383 of your 22 Rejoinder: 23 "As Messrs Palmer, Martino and Harris explain, these 24 commercial rationales were the primary reasons for the 25 Restructuring. Investment treaty coverage was
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12:57 1 ancillary." 2 So that's a recognition that investment treaty 3 coverage was part of the purpose. You accept that's 4 true, don't you, Mr Palmer? 5 A. Well, prima facie it does. But I wasn't aware to 6 answer your question -- of that, and I hadn't read that 7 prior to it being filed. But yes, that's a truthful 8 answer. 9 Q. Alright. So it wasn't, in the correspondence, just 10 bluff and bluster. It was at least on that statement 11 in the Rejoinder an ancillary purpose, wasn't it? 12 A. It wasn't, but 13 Q. It wasn't? 14 A. No, I'm saying to you: it wasn't in my mind at all. But 15 I'm saying: I'm not denying that that's what the 16 document says. And it was drafted by one of our legal 17 team, so we have to take responsibility for our 18 admissions, just as we expect the Commonwealth to take 19 responsibility for their admissions. 20 Q. We do, Mr Palmer. 21 A. Yes. 22 Q. Now, what I want to put to you is that in fact it wasn't 23 just an ancillary purpose. The dominant or principal 24 reason for the incorporation of MIL was the very reason 25 referred to in the contemporaneous letters, including
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12:58 1 the 18 January letter: to obtain investment treaty 2 protection. Do you agree with that? 3 A. No. 4 Q. I suggest to you that you became aware at some point in 5 mid-January 2019 that MIL, the New Zealand company, 6 could not bring an investor-state claim against 7 Australia because of a side-exchange of notes between 8 Australia and New Zealand. Did you know that? 9 A. No. 10 Q. You didn't know that? 11 A. No. 12 Q. I suggest that somebody within Mineralogy becoming aware 13 of the fact that an investment treaty claim could not be 14 brought from New Zealand was the reason it became 15 urgently necessary to incorporate Zeph in January 2019: 16 to get the treaty protection you had tried to acquire 17 from MIL. Do you accept that? 18 A. No. 19 Q. Alright. 20 Really to cover all of that off then, I suggest to 21 you that whatever discussions you may have had with 22 Mr Martino in the middle of 2018, contrary to your 23 suggestion that you made a final decision to restructure 24 in June 2018, you did not in fact decide to implement 25 a restructure involving either MIL or Zeph until after
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13:00 1 Premier McGowan's statements in Parliament in 2 November 2018. Do you accept that? 3 A. No. 4 DR DONAGHUE: If the Tribunal will indulge me for a couple 5 more minutes? 6 THE PRESIDENT: Yes, that's fine. 7 DR DONAGHUE: Can we show Mr Palmer E2/46/1. 8 A. Can I just read that? 9 Q. Yes, please do. (Pause) 10 I'm particularly directing your attention to the 11 fourth paragraph down, the second sentence, where you 12 are reported in The Australian as saying: 13 "Mr Palmer said the move offshore meant Mineralogy 14 would be able to claim compensation from the Australian 15 government under the investor protection provisions of 16 the Australia-[New Zealand] free-trade agreement. He 17 vowed to launch a damages claim if West Australian 18 Premier ... McGowan carries through with his threat to 19 legislate in favour of ... CITIC's interests in the 20 $US10bn Sino Iron project ..." 21 So you haven't denied in any of your witness 22 statements that you did say what The Australian reports 23 you were saying there. Do you accept that you did say 24 that? 25 A. No, I didn't say that. I had no interviews with anyone
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13:01 1 from The Australian at all at that time. 2 What I think the explanation is: that they had some 3 of the letters that you've referred to, and they may be 4 quoting things from the letters as being our position. 5 But certainly they go further than that. 6 But it's not unusual for The Australian to do that 7 with me. I had a particular bad relationship with 8 Rupert Murdoch during the period from 2016 to 2019, when 9 we wouldn't support various legislation in the 10 Australian Parliament. 11 Q. There are various statements: for example, the first 12 statement in that paragraph and two statements in the 13 next paragraph are in inverted commas. Not the one 14 I read to you about the move offshore. 15 But you're saying you didn't talk to them at all? 16 So they are attributing direct quotes to you that never 17 happened? 18 A. Yes. I didn't really talk to anyone from 19 The Australian, I'm certain of that. Because at that 20 stage I wouldn't talk to people from The Australian 21 because of the a fight I had with Rupert Murdoch when 22 I disclosed his wife was a spy for the Chinese 23 Government on national television. 24 Q. Alright. I'm not going to take that particular bait, 25 Mr Palmer.
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13:02 1 But you haven't said anything in any of your witness 2 statements about this article? 3 A. No, I haven't, but I am now. But I'm saying that I note 4 that some of the things in the article are consistent 5 with some of the letters that you produced earlier, and 6 all I can assume was the journalist had those letters 7 and plagiarised them. 8 DR DONAGHUE: Alright. 9 Is that a convenient time for the Tribunal to break 10 for lunch? 11 THE PRESIDENT: Absolutely. It is now 1.03, so we will 12 resume at 2.00. 13 Mr Palmer, you know that you are still under 14 I'm sure they will find a place for you where you can 15 have lunch. 16 MR PALMER: That's fine. 17 THE PRESIDENT: But it will be just on your own. 18 MR PALMER: No worries. All the best. 19 THE PRESIDENT: Have a good lunch, everyone. 20 MR PALMER: Thank you. 21 (1.04 pm) 22 (Adjourned until 2.00 pm) 23 (2.00 pm) 24 THE PRESIDENT: It is 2 o'clock and we are ready to 25 continue.
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14:00 1 Mr Palmer, you are ready and your mic is on? 2 MR PALMER: Yes. 3 THE PRESIDENT: Good. 4 Dr Donaghue, you have the floor. 5 DR DONAGHUE: Thank you, Madam President. 6 Can Mr Palmer please be shown C2/2/14. This is 7 an extract when it comes up, Mr Palmer -- of the 8 witness statement of Mr Vickers. Mr Vickers is of 9 JS Held in Singapore, an investigation company. 10 Have you read Mr Vickers's witness statement? 11 A. No. 12 Q. When you see it, can you have a look at paragraphs 82 13 and 83. In 82, Mr Vickers explains that: 14 "On 12 October 2020, liquidator BDO LLP was 15 appointed to the Engineering Companies." 16 And that they were dissolved by a creditors' 17 resolution two years later. 18 So the liquidator was in from October 2020. Do you 19 agree with that? 20 A. You're talking about 82, right? Yes, that's right 21 Q. So you agree that all three engineering companies had 22 liquidators appointed in October 2020? 23 A. That's correct, 26 October. 24 Q. Okay. The 26th and not the 12th? 25 A. Oh, sorry, the 12th, yes. 26th
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14:02 1 Q. And then in paragraph 83 of the statement, Mr Vickers 2 concludes that: 3 "a. the Engineering Companies did not have any 4 business operations in Singapore after 12 October 2020; 5 "b. it is probable that the Engineering Companies 6 did not have significant business operations after 7 2018." 8 You would agree that if that last statement, in (b), 9 is correct, then that means that they would not have had 10 any significant business operations at the time that 11 Zeph purchased them? 12 A. That's just not a true statement. 13 Q. You're saying 14 A. It's rubbish. 15 Q. You're saying it's not true? 16 A. Absolutely. 17 Q. Alright. 18 A. There were accounts for the companies filed on ACRA that 19 could have been obtained by this fellow; he never did. 20 Q. I'm going to show you the accounts in a minute. 21 The Claimant chose not to cross-examine Mr Vickers 22 on that conclusion. 23 A. Yes. Well, it's just not credible. It's contrary to 24 all evidence. 25 The other aspect I should comment on, while you've
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14:02 1 got this here, is that I'm not sure -- the liquidator 2 was appointed, but I still think business operations 3 continued for a month or two after that. 4 Q. Under the control of the liquidator? 5 A. Under the control of the liquidator. I'd have to go 6 back to the detailed records, but when you put a company 7 in liquidation, there's still things you have to do with 8 creditors and 9 Q. But as to 83(b), this is another occasion where you 10 don't agree with something that's in a witness 11 statement, but you haven't filed any witness evidence to 12 the contrary and you haven't cross-examined on our 13 evidence? 14 A. Yes. We don't accept it, though. 15 Q. Can I take you to the accounts questions and ask you to 16 be shown D2/3/94. This is in the first report of 17 Professor Lys. 18 Actually, can I change that page reference: can we 19 go D2/3/102. We'll start with Visco Engineering. 20 Your evidence was, this morning, that 21 Visco Engineering was the business opportunity that 22 required urgent incorporation of Zeph. 23 A. Well, the whole three companies were one group. I may 24 have misled 25 Q. Oh, you weren't distinguishing between them?
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14:04 1 A. No, I was thinking of the group. I'm sorry about that, 2 if I wasn't clear. But we were considering that the 3 three companies were the holding company and I think two 4 subsidiaries. 5 Q. Alright. Okay. So if you're grouping them together, 6 perhaps then I'll go back to the one I started with, so 7 D2/3/94. Thank you. 8 A. Sorry about that. (Pause) 9 Q. Professor Lys analyses the companies one by one, and 10 he's starting here with GCS Engineering. You can see 11 there's an extract in figure 43 from the balance sheet 12 of GCS Engineering. And at 270, can you see there 13 Professor Lys says: 14 "Only [one] month prior to being acquired by Zeph, 15 GCS Engineering had assets of SGD $1,248,466 and net 16 assets (book value of equity) of just SGD $83,087." 17 You don't have any basis to disagree with that, 18 do you? 19 A. Well, I don't have any basis to agree with it, though. 20 Q. My question is: do you have a basis to disagree with it? 21 A. I think we've put accounts in for this already, which 22 I'd have to refer to. I think there's accounts on 23 an evidence of the position of Visco -- sorry, of -- 24 Q. GCS. 25 A. the Engineering balance sheet.
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14:05 1 Q. So you're not accepting that Professor Lys, when he says 2 he's analysing their balance sheet, that that's what 3 he's doing? 4 A. No, no, we're not doing that, no. 5 Q. And on what possible basis are you contesting that he's 6 describing the balance sheets, as he says he is? 7 A. I'm sure the companies had a higher value at that stage. 8 Q. You're sure? 9 A. Absolutely, yes. 10 Q. Well, can you tell us where in the materials there's any 11 evidence of that? 12 A. I haven't got access to the list of exhibits. If I can 13 consult my legal team, I can find out where it is. 14 DR KIRK: I wonder if I could help. There is a reference at 15 the bottom of that table to R-436 and R-63. I don't 16 know if we could bring those up. 17 DR DONAGHUE: If it pleases to the Tribunal, I'll have my 18 team have a look at those, rather than delay us now. 19 A. Okay. 20 DR DONAGHUE: And we'll come back if they 21 THE PRESIDENT: You can do this on re-direct, if needed. 22 A. Yes, okay. So maybe move ahead. 23 DR DONAGHUE: Alright. So you said you don't have a basis 24 to dispute, but you don't have a basis to agree with 25 what Professor Lys says there. But he says net assets
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14:06 1 of SGD 83[,087]. 2 Then if we go over the page to 273, you'll see 3 there's an extract, as Professor Lys puts it, from "GCS 4 Engineering's Income Statement". And under that table, 5 he identifies at paragraph 273: 6 "... for the year 2018, just before the Zeph 7 acquisition of GCS Engineering in January 2019 ... 8 reported only SGD $4,854 in revenue from services 9 rendered, down from SGD $795,438 in the previous year 10 It recorded a loss of SGD $210,133 in 2018 and was 11 on a similarly negative loss trajectory for the first 12 sis months of 2019." 13 Do you have any basis to dispute that evidence? 14 A. I think it's misleading. I don't think they are audited 15 accounts. The $795,000, as I understand it, was when 16 their business was taken over: debt was forgiven, which 17 came out of that year's revenue. That's all I can 18 remember. 19 So in that instance, that would be -- the debt was 20 forgiven. You can see "Debt [forgiveness to] 21 ex-director" of 795,604. And that was taken out of 22 current operational profits, causing it to go into loss 23 of -- it may have been 50,000, but something like that. 24 That was part of the acquisition. 25 Q. The acquisition didn't happen until 2019.
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14:08 1 A. I'm talking about the 2019 accounts, the first '19 2 Q. I thought you said the 2017 accounts were misleading. 3 A. No, sorry, the 2019 accounts. If you look down the 4 column, you will see "Debt [forgiveness by] []director", 5 $795,604. And you asked me I think the question was 6 about the $50,000 profit and loss at the end of the 7 column. 8 Q. I actually asked you a question about -- I read from 9 Professor Lys, and he was talking about the 2018 10 accounts. 11 A. Well, we had no interest in the company at that stage. 12 Q. You bought it just after 13 A. After that. 14 Q. After that. So you bought a company which had gone from 15 reporting revenue of just under $800,000 in 2017 to 16 a loss of $210,000 in 2018, and that's part of the 17 business opportunity that you're asking the Tribunal to 18 accept? 19 A. As I say, I've got no means of verifying these accounts. 20 But we bought the company -- which my earlier testimony 21 said -- because we wanted to get into the industry. 22 They had about 60 employees and a whole range of clients 23 we wanted to talk to about future opportunities. That's 24 why 25 Q. In the abstract, that may be true.
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14:09 1 A. We didn't buy it based on the balance sheet. 2 Q. But certainly, unless you have some basis ultimately to 3 attack the analysis of Professor Lys, he says at the end 4 of paragraph 273: 5 "... it is fair to say from a purely operational 6 perspective and/or as a going concern, GCS Engineering 7 was hardly a desirable acquisition target." 8 Based on his analysis of the accounts. 9 A. Well, that's fine. But it's my money, I can spend it as 10 I want. If it was 10 million, I could have spent it and 11 not worried about the financial result, to be honest 12 with you. 13 Q. Well 14 A. If it was an area I wanted to get into or be involved 15 with, we'd build it up as a business. 16 Q. Well, that's actually what happened, isn't it? You 17 didn't do the due diligence or looking at these 18 accounts. You just -- it was an area you wanted to 19 buy these companies, and so you said, "I can afford 20 them, therefore I'll buy them"? That's what happened, 21 wasn't it? 22 A. I normally buy things I can afford, yes. 23 Q. Well, of course. But here, you didn't care whether they 24 were loss-making or not; you just -- you saw them there, 25 two days after Zeph was acquired, and you bought them,
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14:10 1 in an attempt to acquire a business presence in 2 Singapore; that's what happened? 3 A. No, my earlier evidence showed you that we bought them 4 ten days after Zeph was incorporated, right? 5 Q. And two days after the share swap? 6 A. Yes, two days after the share swap. We also showed you 7 that this was one of the reasons we bought them, was 8 because we wanted to enter into the field of shipping. 9 We'd been in shipping before. It was an area we wanted 10 to be involved in in Singapore. 11 Q. Well, you did say that, Mr Palmer. But what I'm showing 12 you is accounts that show companies that were already in 13 an advanced state of collapse at the time you bought 14 them. 15 A. Well, these are not audited accounts of the company; 16 they're an analysis done by a third party who may never 17 have visited Singapore. 18 Q. Mr Palmer, do you need to have visited Singapore to 19 analyse corporate accounts? You're talking about a very 20 eminent expert in 21 A. Let's say they were worth nothing: it would make no 22 difference to me. I wanted to get into that field of 23 endeavour. There were 60 employees there. They had 24 facilities in Singapore, they had long-term leases over 25 labour import areas and they had Singapore licences,
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14:11 1 which were very valuable. 2 Q. So the disagreement is not as to whether these accounts 3 are accurate; it's that you're saying you didn't care? 4 A. Well, I'm a very cavalier person. If you've got 5 $23 billion of assets, you tend to be not too worried 6 about the odd million or two. 7 Q. Okay, so you were happy. You spent, including loans to 8 this -- I think $3.5 million you spent to acquire them 9 and then you loaned another $1/1.5 million, I think. Is 10 that right? 11 A. I can't recall, to be honest. 12 Q. Professor 13 A. I can recall it was $3.5 million, the acquisition. 14 Q. The purchase, yes. 15 A. I can't recall the loans. 16 Q. Okay. And ultimately, you lost about 91% of that 17 investment; do you agree with that? 18 A. I think it would be in that order. 19 Q. But you've said: if you've got $23 billion, you don't 20 worry too much about spending $3.5 million? 21 A. That's right. 22 Q. Can we contrast that answer with your evidence before 23 lunch that you got significant comfort from spending 24 11.5 million with Mineralogy in -- why is it that 25 11.5 million is significant to you in New Zealand and
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14:12 1 [3].5 million is insignificant to you in Singapore when 2 you're losing it? 3 A. Because one set of assets is tied up in Mineralogy, in 4 the company, which I explained: all the eggs were in one 5 basket. The other set of assets is assets that I can 6 access regardless of what was going to happen with the 7 major disputes we were in at the time. 8 Q. But these aren't personal assets of yours, Mr Palmer; 9 these were still corporate assets. Mineralogy 10 International Limited buying the as you say, the 11 $23 billion, both SGD [3].5 million and 12 NZD 11.5 million, none of that seems significant in the 13 context of your overall assets. 14 A. Well, the $11.5 million in New Zealand were assets that 15 were directly controllable by me outside the Mineralogy 16 Group. The assets that you're talking about were all 17 Mineralogy -- 18 Q. Sorry, Mr Palmer, can I stop you. You've said that 19 again: "outside the Mineralogy Group". 20 A. Yes. 21 Q. Didn't you say that that property was acquired by MIL? 22 A. It was acquired by MIL. But -- 23 Q. So it's inside the Mineralogy Group? 24 A. No. MIL is a New Zealand company. 25 Q. Yes.
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14:13 1 A. Mineralogy is an Australian company, right? So they're 2 different. 3 Q. MIL is the holding company of Mineralogy. 4 A. Yes, and I own MIL. 5 Q. I appreciate that. 6 A. So that's -- 7 Q. And all of them are inside the Mineralogy Group? 8 A. Hold on. No, that's not true. If Mineralogy goes into 9 liquidation, at that time I'd still own MIL and I'd 10 still own the park in New Zealand. That was important 11 to me, because I had all my assets tied up in one 12 company. 13 Q. All the $23 billion? 14 A. Basically, yes. 15 Q. Okay. 16 Now, we'll do this same exercise more quickly for 17 the other two engineering companies. Can Mr Palmer be 18 shown D2/3/102, which is paragraph 297. This is the 19 same analysis by Professor Lys of Visco Engineering. 20 You can see figure [47], the extract from the 21 balance sheet. And then in the paragraph below, 297: 22 "... Visco Engineering had assets of 23 SGD [$1.6 million or thereabouts] and net assets 24 (book value of equity) of SGD $73,831." 25 Do you have any basis to dispute that?
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14:14 1 A. No. 2 Q. Then over the page at 300, you can see there's 3 an extract from the income statement for 4 Visco Engineering. And at 300, it says: 5 "... just before the ... acquisition of Visco ... in 6 January 2019, for the year 2018 Visco ... reported only 7 SGD $39,500 in revenue from services rendered, down from 8 SGD [$1.26 million] in the previous year ... It recorded 9 a loss of SGD $112,336 in 2018. Combined with the fact 10 it also had negative ... earnings, Visco ... was hardly 11 a desirable acquisition target ..." 12 Do you have any basis to disagree with those 13 figures? 14 A. Well, I think it was a desirable acquisition target 15 because of the licences it had to operate in Singapore 16 and the facilities it had control over. 17 Q. Going on to 324, which is D2/3/110. This is 18 Visco Offshore Engineering. Same table you can see at 19 [figure] 50 extracting the balance sheet. And then in 20 the paragraph below: 21 "Before being acquired by Zeph, Visco Offshore 22 Engineering had assets of SGD [$1.3 million or 23 thereabouts] and net assets (book value ...) of 24 SGD $80,952." 25 Do you have any basis to dispute that?
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14:16 1 A. Well, as I said, these are not the audited accounts of 2 the company. 3 Q. And at 327, having extracted the income statement, 4 Professor Lys notes that there was a small profit made 5 by Visco, but he says: 6 "... the business slowdown began at least ten ..." 7 I'm reading the last line on the page: 8 "... began at least ten months before Covid started 9 affecting the business environment in Singapore, with 10 the first lockdown on April 7, 2020." 11 Do you have any basis to dispute that? 12 A. No. 13 Q. Now, can I show you paragraph 343, which is D2/3/116, 14 where Professor Lys says: 15 "In summary, while the record does not provide 16 sufficient evidence to perform an elaborate valuation of 17 these three engineering [companies], my review of their 18 financial statements indicates that their value was 19 substantially less than SGD $3.5 million, which is 20 incidentally is almost 15 times the book value of their 21 combined equity shortly before the purchase." 22 Do you have any basis to dispute that? 23 A. Well, he's correct: he doesn't have any basis to do 24 a proper analysis of the companies or the assets of 25 the -- of the licences
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14:17 1 Q. He doesn't say "proper", he says "elaborate". 2 A. Well, he doesn't have anything at all. We bought these 3 companies because they had substantial concessions from 4 the Singapore Government and they conducted a number of 5 facilities which were available at ports, which were not 6 easy to come by. 7 Q. Okay. So that's another example of evidence that you're 8 now giving that appears in none of your seven witness 9 statements, Mr Palmer. 10 A. I'm just answering a question. 11 Q. Well -- 12 A. I can sit here, if you like, and parse you over sections 13 of my witness statement, or I can give you an answer. 14 Q. Well 15 A. You'd prefer an answer, wouldn't you? 16 Q. I would prefer an answer. 17 A. That's what I've given you. 18 Q. But you're giving explanations for the acquisition of 19 these companies of a kind that 20 A. That you're asking me for. You're asking me what's 21 the -- and I'm giving you the answer. 22 Q. So is your evidence now that you accept that they were 23 loss-making but there were other good reasons to 24 purchase them, or you thought that they were profitable, 25 or you didn't know?
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14:18 1 A. Our evidence has always been that we purchased those 2 companies because we wanted to get into the marine 3 sector, and that they had significant licences and 4 facilities in Singapore which we thought we could invest 5 in and expand. That's our evidence. 6 Q. And this was sufficiently urgent so you did it 7 immediately, as the first thing Zeph did? 8 A. Yes, it was pretty hard to get government licences and 9 concessions. So when it became available, 10 Michael Mashayanyika thought we should move quickly, and 11 I accepted his recommendation and did it. 12 Q. Okay. So you moved quickly, you acquired all three 13 businesses. What did you do with them? What did you do 14 with these licences and facilities and advantages? 15 A. Well, the first thing we did was to look at the 16 conditions of the Indian workers that were brought in to 17 be contract labourers on ships, and we thought that they 18 weren't up to a proper human rights standard. And then 19 we increased those facilities and tried to make sure 20 there was additional concessions. In Singapore, the 21 human -- the health and safety regulations for immigrant 22 workers are less than they should be, and not the same 23 as Singaporean workers. So that was our first concern. 24 Q. So that's good: you looked after your workers. 25 But from a business point of view, what did you do?
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14:19 1 If you were buying these to get concessions and 2 facilities, did you use the concessions and facilities? 3 A. Yes, we had them modernised. We went into some 4 additional contracts to provide -- from memory, it was 5 additional food, cleaning and stuff like that. We -- 6 Q. Food and cleaning of the facilities? 7 A. Food, so that people can eat. They had to have three 8 meals a day instead of one, for example. These sort of 9 things became a priority when I realised that this was 10 more like a labour hire company getting cheap labour 11 from India, and for that reason they had good 12 concessions where they could work cheap on ships. 13 My first concern was for the wellbeing of the 14 workforce. And so we did invest a lot more additional 15 money to make sure we could deal with those things. And 16 there was a lot of family complications, which I didn't 17 deal with but other people did, that we wanted to make 18 sure were correct. 19 Q. All right. But -- 20 A. So we corrected the situation. And then in was it 21 2020, I think, as you say, October, it was decided we 22 should liquidate those companies and we should return 23 those people to India with their families with a cash 24 payout, which is what we did. 25 Q. You make it sound like you acquired these companies as
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14:21 1 a humanitarian endeavour. 2 You say it was a great business opportunity that 3 justified bringing forward a restructure that was 4 waiting for the royalties judgment for months and months 5 and months. I'm asking you, from a business opportunity 6 point of view, whether you ever did anything with the 7 business opportunity that urgently required the 8 restructuring. And you've answered now twice about how 9 well you treated the workers. Can you answer the 10 question about what you did, if anything, with the 11 business opportunity that was so urgent that it changed 12 all your plans? 13 A. Well, we made a decision that it wasn't worth operating 14 under those sort of conditions in Singapore. And if you 15 look at the opportunities that were there, they our 16 competitors were operating on that sort of level and 17 we thought we wouldn't continue to do it. 18 Q. Mr Palmer, can I suggest to you you're just making this 19 up. 20 A. Well -- 21 Q. You're making this up as you sit there. 22 A. Well, don't ask me the question if you don't want the 23 answer, okay? 24 Q. I suggest to you that the sole reason that you acquired 25 those companies urgently was to create the appearance of
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14:22 1 substantive business operations in Singapore from 2 immediately after the incorporation of Zeph, so as to 3 attempt to resist a denial of benefits clause; that's 4 what was really going on? 5 A. No, I don't agree with that. That's not true. 6 Q. And supportive of the idea that that is true, you never 7 did anything with the business opportunities that you 8 suggest so urgently required the change in the plans 9 that you had previously made? 10 A. That's not true either. 11 Q. Alright. 12 Can I ask you now about the Kleenmatic joint 13 venture. 14 A. Sure. 15 Q. You entered into that joint venture on 24 January 2020? 16 A. Yes. 17 Q. That was about a year after Zeph acquired the 18 engineering companies? 19 A. Roughly. 20 Q. Roughly. You were introduced -- you found out about the 21 Kleenmatic companies via a Mr Vincent Lim; is that 22 correct? 23 A. I don't know. I was dealing with Michael Mashayanyika 24 in our organisation. I don't know who he discussed it 25 with.
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14:23 1 Q. Can Mr Palmer be shown E2/416/2, which is Exhibit R-416. 2 (Pause) Yes, E2/416/2. 3 A. Yes. 4 Q. Mr Palmer, I'll come back to you, but I'm told we've 5 found in the record the audited accounts and they're 6 exactly the same as the figures that Professor Lys 7 records in his statement. Does that change your 8 evidence in any respect? 9 A. Well, no, it could be. I wasn't looking at that aspect 10 of the business. 11 Q. You were critical of Professor Lys in part on the basis 12 that you said the figures he was using weren't -- 13 A. I don't think he's looked at the company, he hasn't 14 visited Singapore and inspected their assets. We saw 15 them, we wanted to buy them. Anyway 16 Q. For the record, the exhibit is C-543, but I won't take 17 time to go back to it. 18 A. Okay. Is this what you want me to talk about? 19 Q. I want you to look at the document in front of you. 20 A. Yes. 21 Q. You can see there an advertisement for a "Profitable 22 Cleaning Services Company"; do you see that? 23 A. Mm-hm. 24 Q. And the advertisement says, scrolling down the page, 25 it cleans a variety of places: offices, condominiums,
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14:24 1 retail locations, commercial, industrial buildings. 2 "The Company has currently 200 staff (including 3 cleaners) with estimated yearly revenue ranging from 4 $4.5 mil to $5 mil. 5 Gross Margin [is] estimated [at] 15% to 20% 6 Estimated yearly ... profit[s] [of] $450k to $500k" 7 A. Mm-hm. 8 Q. Would you agree that that is the advertisement for 9 Kleenmatic that brought the company to Zeph's attention? 10 A. I don't know. Michael Mash brought it to my attention 11 when he returned from Singapore. So I don't know if he 12 saw this advertisement or what happened. 13 But I do know from looking at the advertisement 14 it falls within the parameters we were getting, 15 I think about 2% or 3% for the funds we had on term 16 deposit, or on deposit generally with banks, and this is 17 showing a yield close to 10%. So it would have been 18 something that Michael would have known we could have 19 purchased. 20 Q. On the one hand, though, Mr Palmer, you say, "I could 21 splash SGD 3.5 million without thinking about it because 22 I earn that in two days", and then this is a business 23 that makes in a year $0.5 million. It's tiny in the 24 comparison of your business operations? 25 A. All I can say is this was the business. Michael saw it,
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14:26 1 we approved it and went ahead and bought it, and we have 2 built it up since that day to today: it's got 3 $173 million in assets and $12 million as revenue. 4 Q. The cleaning company has $173 million in assets? 5 A. That's correct, and it's on the record. You only have 6 to read the evidence. 7 Q. Well, the evidence you flashed up when you made that 8 claim in your opening yesterday looked like the 9 consolidated Zeph accounts. Are you drawing 10 a distinction are you suggesting that the Kleenmatic 11 part of the business, as opposed to Zeph, including 12 its ... 13 A. I think if you look at the evidence and have a look at 14 the accounts, I'm sure that Zeph has got tens of 15 millions of dollars in Singapore at the moment. 16 Q. That Zeph does have. 17 A. Sorry, that the Claimant does, yes. 18 Q. Okay. So you claim 19 A. I think its profits were in the order of $12 million. 20 Q. $12 million. 21 A. That's the profits of the business, yes, of the whole 22 operations of Zeph in Singapore. I think I put that 23 that was put up yesterday. That's over a five-year 24 period. So there's been a lot of active involvement and 25 the business has developed substantially.
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14:27 1 Q. Now, can I show you part of the Claimant's pleadings in 2 this proceeding. It's B/2/177, should be paragraph 450. 3 Thank you. You can see the heading there "Date of 4 Assessment". So this is in the Claimant's SODPO, and 5 you can see in the last sentence of 450: 6 "The Claimant's position is that the date [for the 7 assessment of substantive business activities in 8 Singapore] is 13 August 2020, the date of the 9 Amendment Act." 10 A. Yes. 11 Q. Do you see that? 12 A. I can see that, yes. 13 Q. So that's saying that the question that the Tribunal 14 needs to answer is whether Zeph had substantive 15 operations on or before 13 August 2020. You understand 16 that? 17 A. No. If I can read it, I can perhaps deal with it. 18 (Pause) 19 So it's saying that 14 October is the date by which 20 you must issue your 21 Q. No, it's saying the Respondent contends that the 22 conditions must be satisfied by no later than 23 14 October, when the dispute arose. And Zeph says the 24 date is 13 August 2020, the date of the Amendment Act. 25 A. That's right. And the admissions that I pointed out
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14:29 1 yesterday were four admissions saying that the common 2 ground now was 13 August 2020. 3 Q. Okay. So what I'm putting to you is that you understand 4 that what that means is that the factual question is 5 whether Zeph had substantive business operations on or 6 before 13 August 2020? 7 A. Yes. 8 Q. Yes. Now, you showed the Tribunal a reasonably lengthy 9 video yesterday of what was described as Zeph's annual 10 Chinese New Year party? 11 A. That's right. 12 Q. That being a party that was held this year, in 2024; 13 that's right, isn't it? 14 A. It would have been held sometime in February, I think. 15 Q. Yes, in 2024? 16 A. 2024. 17 Q. So years after the date that the Claimant accepts is the 18 date relevant to the assessment? 19 A. Yes, that's right. 20 Q. My question to you, Mr Palmer: if it's an annual 21 Christmas party, where is the video of the 2020 party? 22 A. We have all of those, and we can certainly show them. 23 Q. Oh, so you have them? 24 A. Yes. 25 Q. So you chose to submit evidence about 2024 instead of
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14:30 1 about 2020? 2 A. Well, we chose the most recent things to show the 3 ongoing commitment we have with Singapore. 4 Q. The ongoing doesn't matter, though. You must 5 appreciate, based on your own pleadings, that what 6 matters is what happened as at the date in the past. 7 Are you seriously suggesting that you had that evidence 8 and you chose not to provide it? 9 A. We're very sorry we didn't provide it. But there's 10 probably a lot of evidence we haven't provided, but 11 we don't think it's necessary for our case. We are 12 concerned with winning our case. 13 Q. Well ... 14 A. I'm sorry, but we didn't want to assist the Commonwealth 15 with its case. 16 Q. Well, notwithstanding your protestations about trying to 17 assist the Tribunal to dispose of things efficiently, 18 what you seem to be saying is that you deliberately 19 provided evidence of a situation several years after the 20 date that you agree is the relevant date for the 21 Tribunal's fact-finding purposes. Is that what you're 22 saying? 23 A. Well, we're saying that we believe that video shows the 24 development of the business, how it was now, and its 25 connection with Singapore.
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14:31 1 Q. None of which is relevant to whether Zeph had 2 substantive business activities on 13 [August] 2020. 3 A. Well, our position is that anything you are doing this 4 morning in my cross-examination is not relevant to 5 foreseeability, which is what -- you've admitted the 6 Amend[ment] Act wasn't foreseeable. 7 Q. Let's try to focus 8 A. So I think what you're doing is crazy. 9 Q. -- on the questions you are being asked, Mr Palmer. 10 Can we show Mr Palmer E1/461/1, which is 11 Exhibit C-469. Sorry, E1/469/1. That's not what 12 I said, sorry. 13 You recognise this is the joint venture between Zeph 14 and the two Kleenmatic companies? 15 A. I do, yes. 16 Q. I'm going to ask a few questions about this agreement. 17 Can we start with clause 3.1, which is three pages in. 18 A. Will you put that up there? 19 Q. It will come up in a moment. (Pause) 20 "Overview of the purpose of the joint venture 21 "3.1 The joint Parties propose: 22 (a) To operate all the businesses ..." 23 I should perhaps have shown you -- sorry -- the 24 first party is Zeph, the second party is One Kleenmatic 25 and the third is Kleen Venture. So you will see them
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14:32 1 referred to by number later. 2 So in 3.1: 3 "The joint Parties propose: 4 (a) To operate all the businesses of the Second 5 Party and the Third Party ..." 6 That's the two Kleenmatic companies: 7 "... existing prior to the execution of this 8 agreement which have on execution ... become [the] 9 Joint Venture Property." 10 So you agree there that the focus of this joint 11 venture is on the pre-existing businesses of the 12 two Singaporean companies; yes? 13 A. Well, it's not limited to that. That's what it's 14 establishing at the moment. 15 Q. Well, "To operate [those] businesses", that's what it 16 says? 17 A. Yes. 18 Q. And then in [3].2(a): 19 "The Parties acknowledge that with effect from the 20 Commencement Date, [they] have been associated as 21 a joint venture for the following purposes: 22 (a) To carry out all businesses previously carried 23 out before the date hereof by the Second Party and the 24 Third Party ..." 25 A. Yes.
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14:33 1 Q. So it's again to carry out the pre-existing business of 2 the two Singaporean companies; you agree with that? 3 A. That's correct, yes. 4 Q. Now if we could go on to clause 10, "Meaning of Joint 5 Venture Property", which will come up in a moment: 6 "In this Agreement, Joint Venture Property means all 7 property and assets from time to time of the Joint 8 Venture including: 9 (a) the property of the Second Party and the Third 10 Party and their business owned prior to the execution of 11 this agreement ..." 12 So it's the property and assets of the two 13 Singaporean companies; do you agree with that? 14 A. Existing prior to this agreement. 15 Q. Yes, the pre-existing property of the two Singaporean 16 companies. 17 A. And: 18 "Any other property or [joint venture] of ... 19 description, whether real or personal, acquired with 20 funds of the Joint Venture." 21 Q. Indeed, yes. 22 A. Okay. 23 Q. At this point, Zeph is not contributing property or 24 anything: it's just taking the property of the two 25 existing Singaporean businesses and saying, "That's the
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14:34 1 joint venture property"? 2 A. I think we contributed about $700,000. 3 Q. You made a payment to acquire the joint venture 4 A. $700,000, that's what we contributed. They were short 5 of cash. 6 Q. In clause 11 -- sorry, I should note 10.4 before we get 7 to 11. It's on the same page. "Initial Joint Venture 8 Property" is: 9 "... all ... the assets of the Second and Third 10 Party ... prior to ... [the] Agreement." 11 So all of the existing assets of the two Singaporean 12 companies are the initial joint venture property. You 13 see that? 14 A. Yes, that's right. 15 Q. The "Joint Venture Bank Accounts" in clause 11: 16 "The Bank accounts of the Second ... and Third Party 17 [are] deemed [to be] Joint Venture Bank Accounts." 18 So the existing bank accounts of the two Singaporean 19 parties are to be thereafter treated as the joint 20 venture bank accounts. Do you agree with that? 21 A. That's what it says. 22 Q. Yes. And in 11.2, all of the costs and expenses of the 23 joint venture are paid from the joint venture bank 24 account 25 A. That's true.
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14:35 1 Q. and all revenue is deposited into the joint 2 venture 3 A. Yes. 4 Q. So reading 11 as a whole, the bank accounts of the two 5 Singaporean businesses stay the same, all the costs and 6 expenses come out of those bank accounts, all the 7 revenues goes into those bank accounts, but we just call 8 those bank accounts now the joint venture bank accounts? 9 A. No, there's a change in ownership of the property. 10 They're now accounts on behalf of the joint venture, 11 which is subject to this agreement, and they weren't 12 previously. 13 Q. Well, this agreement sits over the top. But what's 14 actually there is the same companies with the same bank 15 accounts doing the same business? 16 A. Well, we are buying a business, we're going into a joint 17 venture together, and they've agreed to do that 18 structure. 19 Q. You've agreed to give them $700,000; they've agreed to 20 keep doing exactly what they were doing before? 21 A. Yes, and we'll know -- yes, at this date. But 22 additional things have happened since we've become 23 involved and we've expanded the business. But you're 24 not asking me that question. 25 Q. No. Well, additional things happened particularly
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14:36 1 a couple of years later, when you actually acquired the 2 businesses. But that wasn't until 2022, was it? 3 A. That's not true. We acquired the business, as this 4 document evinces, the joint venture they were joint 5 venture property at that time, which means we had a 90% 6 interest in them at that time. That's the legal 7 position. 8 Q. When I said you "acquired" them, you purchased the 9 companies, they became subsidiary companies in 2022? 10 A. The companies became subsidiary companies later. 11 We acquired the last 10% of the joint venture in the 12 companies later, and we continued to trade under the 13 name of Kleenmatic because that had been the name that 14 was known in the market. 15 Q. Yes. 16 Can we please keep the joint venture document 17 available -- I'm going to come back to it -- but can 18 Mr Palmer be shown E2/615/1, Exhibit R-615. This is 19 an email from Vincent Wong to Bernard Wong. 20 Do you agree that Vincent Wong is Zeph's auditor? 21 A. Yes, I think that's right. He's not the auditor: he's 22 working for the company, the audit company. 23 Q. Sorry, he works for the audit company? 24 A. He works for the audit company. He's not the actual 25 auditor.
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14:37 1 Q. No. He works for the audit company. 2 Bernard Wong is one of Zeph's directors and the 3 chief investment officer? 4 A. He's responsible for all the accounting functions of 5 Zeph, as well as Mineralogy and everyone. 6 Q. Alright. 7 Looking at this email, can you see that in the 8 second paragraph under "Background": 9 "Under the JOA ..." 10 Which is the joint operation arrangement. 11 A. Yes. 12 Q. "... the joint operation encompasses all the existing 13 businesses of OK [One Kleenmatic] and KV [Kleen Venture] 14 prior to the joint arrangement ..." 15 A. That's true. 16 Q. "... the participating interests of the Company, OK and 17 KV being 90%, 5% and 5% respectively." 18 A. The "Company" is Zeph, right? 19 Q. Yes. 20 A. Being 90%. 21 Q. Yes. 22 A. And then 5% interest in the joint venture for each of 23 the other two Kleenmatic [companies]. 24 Q. Indeed. 25 A. That's at that point in time, right?
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14:38 1 Q. And then in the next paragraph, you see Mr Vincent Wong 2 wrote: 3 "Important point: Since the Joint Venture's 4 operations are entirely sourced from the business 5 activities of OK and KV..." 6 The two Singaporean companies: 7 "... and both entities keep separate financial 8 records, there is no separate bookkeeping maintained for 9 the Joint Venture itself. This means there is no 10 general ledger available ..." 11 So the important point is that, in addition to 12 having their own bank accounts, and paying all the 13 expenses in and out and revenue going in and out, there 14 is also no joint venture bookkeeping. It's just the 15 existing books of the two Singaporean companies? 16 A. Can I answer that for you? 17 Q. Yes, please. 18 A. No, that's not right. Each of the parties keeps 19 separate books. 20 Under Singapore law, which is different to 21 Australian law, if you're in a joint venture and someone 22 has got a minority interest -- I'm not sure what it is; 23 I think it's less than 10% -- they're shown as 24 subsidiaries of the company with the major interest, 25 like we had 90%. So even though these companies were
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14:39 1 independently owned, they're still shown as our 2 subsidiaries because we've got control of the business, 3 and that's why it's all accommodated under Singapore 4 accounting. 5 That's the explanation I was given. 6 Q. But the important point, as identified by 7 Mr Vincent Wong in this email, is that the financial 8 records are kept not by Zeph but by the OK and KV 9 entities. Both entities keep separate financial 10 records; there is no separate bookkeeping for the joint 11 venture. 12 A. Well, this is -- there is separate bookkeeping for the 13 joint venture in Zeph's accounts, as far as I am aware. 14 Q. So you're saying that what Mr Wong, who works for the 15 auditor, says to Mr Bernard Wong is just wrong? 16 A. All I'm saying: the legal position is that we own 90% of 17 the assets. At this stage, we owned 100% of the assets. 18 This is at 31 May 2024 this year. 19 Q. I'm not asking you about that. I'm asking you about the 20 bookkeeping. And what Mr Wong seems to say: quite 21 clearly he says the operations are entirely sourced in 22 the business activities of OK, and that those entities 23 keep separate financial records. Is he wrong? 24 A. He's wrong, yes. It's under a joint venture. And this 25 year, as you say, we bought the other companies; they're
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14:40 1 100% owned by us. 2 Q. Can we go back to the joint venture, which is E1/469/11, 3 Exhibit C-469. 4 I invite you to have a look at clause 24, 5 "Employment of joint venture parties". So here the 6 agreement was: 7 "The Second Party ..." 8 Kleenmatic, I think: 9 "... shall transfer, as directed ... its employees 10 to the First Party [Zeph] for their employment to be by 11 the First Party within 29 business days, as part of 12 [the] Joint Venture ..." 13 So the employees have to be transferred to Zeph 14 within a quite short timeframe, but still paid out of 15 the joint venture account. So the employees are 16 transferred to Zeph, but they are still paid out of the 17 bank account of Kleenmatic? 18 A. Well, Zeph was the -- 19 Q. That's the deal? 20 A. That's okay, as it's paid out of the joint venture 21 account. But it becomes the joint venture account on 22 execution of this agreement. So the employees are being 23 paid out of the joint venture account. But under 24 Singapore law, they have to have a nominal employer, 25 an entity that's responsible for their superannuation,
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14:42 1 their wages and things like that, and because Zeph was 2 the major joint venture holder, it became Zeph. There's 3 nothing unusual about that. 4 Q. Are you saying: as a matter of Singaporean law, the 5 employees had to be transferred from Kleenmatic to Zeph? 6 A. There had to be one person that was responsible, and it 7 was decided that because Zeph had 90% shareholding, they 8 were the obvious party -- sorry, 90% joint venture 9 participating interest. 10 Q. But this clause doesn't say, "All the employees must be 11 immediately transferred"; it says "as directed by [the] 12 Manager". So Zeph got to choose who was transferred 13 over? 14 A. Yes, we got to check if there was anyone we wanted to 15 sack. But it all had to happen within 29 business days, 16 that they had to be free of that obligation and of that 17 burden. 18 Q. Well, that was the case for the second party, 19 Kleenmatic. But if you read on in the clause, over the 20 page: 21 "The Third Party shall transfer, as directed by 22 [the] Manager, its employees to a party that the Manager 23 may nominate within 29 Business days of such 24 nomination ..." 25 A. Yes.
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14:43 1 Q. So with respect to the employees of Kleen Venture, they 2 could stay with Kleen Venture unless you decided at some 3 subsequent point that you wanted them transferred to 4 Zeph. That's right, isn't it? 5 A. Yes. That was subject to review by the managers. There 6 were different sections of the business which were doing 7 different jobs, and that particular company had a whole 8 range of jobs that they were doing: they had business 9 it was decided that it may disrupt them. But we said 10 we wanted to have the authority over them 11 Q. But it's quite inconsistent with the idea that there was 12 some obligation under Singaporean law that required them 13 all to be moved across, as the explanation? 14 A. No, I didn't -- that wasn't the explanation. The 15 explanation was that under Singapore law, you have to do 16 certain things and certain obligations. And it was felt 17 by the owners of those companies that, seeing they only 18 had a 5% interest, that the majority ownership be the 19 person that's responsible for those activities. Such as 20 you can be fined if you don't pay your CF, et cetera, if 21 you don't do certain things for health and safety. So 22 we've accepted those obligations. 23 Q. When you say it was "felt by the owner[]", you mean by 24 you? 25 A. No, the owners of Kleenmatic. You're talking about when
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14:44 1 the joint venture was signed. At that stage, it wasn't 2 100% us; it was a joint venture. So they decided: if 3 you're getting 90% of the revenue, you can take 90% of 4 the risk and you can look after those things; we don't 5 want to be responsible. 6 Q. What I want to suggest to you, Mr Palmer, is that a fair 7 reading of this agreement is that by paying your 8 $700,000, the agreement that was reached was that the 9 joint venture would carry on exactly the same business 10 as had been carried on before -- it said the existing 11 business previously carried out by the same workers 12 paid out of the same bank account, with revenue going 13 into the same bank account and expenses being paid out 14 of the same bank account. And the only thing that 15 changed, the one thing that changed was that you 16 required, in clause 24 or Zeph required -- the right 17 to require employees that were going to do the cleaning 18 to be moved from their existing employer to Zeph. 19 That was what you bought? 20 A. Well, that's just not true. It's a joint venture that 21 requires the profit be split 90% to us and 10% to him. 22 And that's a big change, because previously 100% of the 23 profit would have gone to them; now 90% is going to us. 24 And as you said earlier, their after-tax profit 25 if we do accept that that's the advertisement for it
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14:45 1 is $500,000 a year. Now, it's not a bad investment to 2 stick in 700 grand and get 500 out in the first year, 3 is it? 4 So you've been criticising us for not having good 5 business acumen; you shouldn't criticise 6 Q. I accept the force of the fact that you did purchase the 7 right to 90% of the profit, such that it is. 8 A. And the assets, which were valued at $650,000 on the 9 slide you put up. 10 Q. What I am suggesting to you is that the truly valuable 11 thing you acquired was the capacity to say: Zeph has 12 140 employees. 13 A. Well, it does, and it did have, and it's got more now. 14 Q. 140 employees who are still carrying out exactly the 15 same cleaning business that they were carrying out 16 A. Well, that's just not true. They're all doing different 17 duties. We've got a whole new division of tea ladies 18 which go out with all the major companies in Singapore, 19 and we hire them out to deliver tea and to do other 20 activities. There's all -- the business has grown 21 substantially from this time. 22 Q. And your evidence is that that business growth is 23 a sufficient rationale for why a large and powerful 24 Australian mining company has gone into a kind of 25 business activity that it had never done before and
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14:47 1 doesn't do anywhere else in the world? 2 A. No, we wanted to establish an identity in Singapore and 3 to be ready to raise funds for our coal project, which 4 we still do. 5 Q. But you can't be seriously suggesting that clause 24, 6 requiring the transfer of cleaners to you within 7 a month, had anything to do with your coal financing 8 rationale? 9 A. Under these arrangements, we gained a property in 10 Singapore as a headquarters in real estate, and we 11 gained two corporate lawyers, and also contacts with 12 a whole range of companies in Singapore, which has 13 grown. And it's been a very happy experience. 14 Q. So you are saying you acquired 15 A. I'm mean, the business 16 Q. You're helping [raise] coal [financing] from this joint 17 venture; is that what you're saying? 18 A. The reason I'm in business is to make money for myself 19 and to have a good time. And I've quite enjoyed giving 20 those people a good opportunity in the twilight phase of 21 my life. I don't see why I should just husband my 22 money, sit in a room and continue to mine rocks all my 23 life. 24 Q. Mr Palmer, I suggest a far more plausible analysis is 25 the one reflected in the letters that you wrote at the
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14:48 1 time, which was, "We want to bring an investment claim 2 if you take unilateral action against us under the State 3 Agreement, and we claim to have started business 4 activities in Singapore". 5 A. I just reject that. These things were all happening 6 independently of each other and, you know 7 Q. It was all just a coincidence? 8 A. Well, the Commonwealth has admitted in these proceedings 9 that the Amendment Act was not foreseeable. So why are 10 you arguing a position which is contrary to your side's 11 admissions? Otherwise we'd have brought all of the 12 information up about your ministers, how they acted 13 illegally and against the law, criminally and civilly. 14 Q. Ultimately, Mr Palmer, it will be a matter for 15 submissions about what admissions have and haven't been 16 made, so I'm not going to debate that question with you. 17 It will be for the Tribunal to decide. 18 A. Certainly. 19 DR DONAGHUE: Can we turn to a different topic -- sorry, one 20 moment, please. (Pause) 21 Really for the record, for the Tribunal, you will 22 recall there was debate about Professor Lys and the 23 audited accounts or not. I gave the Tribunal one 24 reference, which was C-542: that was for one of the 25 three engineering companies. The other two references
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14:49 1 are C-543 and C-544. They are the audited accounts for 2 all three companies and they all align with 3 Professor Lys's chart. 4 THE PRESIDENT: So they correspond to what we've seen 5 DR DONAGHUE: To what you've seen in 6 THE PRESIDENT: -- in the different figures in the Lys 7 report 1? 8 DR DONAGHUE: That is correct. 9 THE PRESIDENT: Thank you. 10 DR DONAGHUE: Can Mr Palmer be shown part of Exhibit C-[63], 11 which is a very large exhibit. It's E1/63.1/86. 12 Hopefully you can see on the screen here, this is 13 a record of a resolution of the sole director -- being 14 you -- of Mineralogy International Limited. 15 A. Mm-hm. 16 Q. This precedes the share swap by which MIL acquired its 17 shares in Mineralogy. 18 A. Mm-hm. 19 Q. You can see: 20 "The director [of] the Company [has] been registered 21 on 14 December 2018 and that: 22 (i) The Company ..." 23 So that's MIL: 24 "... has no assets and liabilities other than share 25 capital of 1 fully paid redeemable share of NZD $1
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14:51 1 agreed to be taken by the initial member of the 2 Company ..." 3 A. Sure. 4 Q. My question is: you would agree that immediately prior 5 [to] -- I'm talking about immediately prior, not 6 after -- the share swap, MIL could not and did not 7 contribute anything of value because it had $1 asset? 8 A. It's not I just can't agree with that. You need to 9 see the whole thing in context. And the context is that 10 the Australian Government, by legislation in their tax 11 legislation, and by their legislation by the various 12 states for land tax, requires: if you're doing 13 a corporate structure such as a share swap and you want 14 to get a rollover relief so the transaction is not 15 taxable, you must start off with that company having one 16 share only, and the share swap must be for the same 17 amount of total shares. 18 That's required if we want to avail ourself of the 19 restructuring requirements, which is set out in 20 the Australian Taxation Office and which is set out in 21 the land tax legislation, I think, in both 22 Western Australia and Queensland. 23 Q. That may explain why you structured the share swap as 24 you did. But you signed a resolution that said MIL has 25 no assets and liabilities other than one fully paid up
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14:52 1 share at the time? 2 A. At the time. We needed to do that -- 3 Q. That was true when you resolved it? 4 A. Yes, sure. 5 Q. Okay. And you similarly -- and this is E1/[63].1/158, 6 the equivalent resolution for Zeph. 7 A. This was a different date though, wasn't it? 8 Q. Yes. 9 A. There had already -- in between here, there had already 10 been the share swap for MIL; is that right? 11 Q. That's correct. 12 A. So this is a different date. 13 Q. So this is a resolution about Zeph, not about MIL? 14 A. I'm just trying to put it in context, so we don't think 15 it's all being swapped 16 Q. No, no, of course not. It's a different date. 17 Can we just see the top of that document, please. 18 It's E1/63.1/158. 19 So you can see this is "Mineralogy International 20 Pte Ltd", so that's Zeph; you agree? 21 A. I'll just have a quick look. Yes, that's right. 22 Q. And it's, as you say, later: it's 29 January 2019? 23 A. Yes. 24 Q. And you can see the equivalent resolution: 25 "The directors noted the Company had been registered
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14:53 1 on 21 January ... and that: 2 (i) The Company has no assets and liabilities other 3 than share capital of 1 fully paid ordinary share of 4 SGD $1 held by the initial member ..." 5 So there were no assets in the company, in Zeph, 6 immediately prior to the share swap; you agree with 7 that? 8 A. Yes. But it was following a plan which was laid down by 9 the Australian Government, which recognised the value of 10 the assets being swapped and how they would transfer to 11 the two companies, and there'd be no gain. That's why 12 it was set up: to comply with the legislation. 13 Q. Now, you said yesterday -- I'll give the reference for 14 the transcript: it was transcript page 196. It was at 15 4.01 pm. It's G/1/53. 16 You said Zeph paid $6,002,896 for the shares of 17 Mineralogy, "the same amount as the face value of 18 Mineralogy shares". Do you recall saying that? 19 A. Australian dollars. 20 Q. Australian dollars, yes. 21 A. Yes, which was I think from memory it was 22 5.9 million-something Singaporean dollar equivalent, 23 right? 24 Q. That number, 6,002,896, equates to the number of shares 25 in Mineralogy Propriety Limited, the Australian company;
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14:55 1 is that right? 2 A. That's correct, yes. 3 Q. And when you say that Zeph paid are you happy for me 4 to say "just over 6 million", to stop continuing to 5 say 6 A. It was an equivalent value, as I understand it, right? 7 And that was required by the legislation. So whatever 8 value you put on the share transfer to get the rollover, 9 the same value had to go on the new issued shares. 10 Q. But in that answer you're equating, aren't you, the face 11 value of the share of $1 with paying $1? 12 A. Well, the commercial aspect of the transaction was it 13 was inherently the full value of each company that was 14 being transferred. Whether it was one share, two shares 15 or ten shares, that's what was happening. And that's 16 what the legislation required to do the rollover. And 17 it's a technique that's used in most share swaps around 18 the world in corporate restructuring. 19 Q. But you would agree 20 A. So on the share purchase agreement, it said: at 21 settlement, this is what will happen. And all of this 22 is done in preparation for the settlement, pursuant to 23 the documents. 24 Q. Well, it said the same number and value. But let's talk 25 about the face value of the shares.
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14:56 1 A. I'll have to go back to check how it was done. But I'm 2 just trying -- I haven't got the agreement in front of 3 me; I don't want to say the wrong thing. 4 Q. Alright. 5 A. But the concept was: it's the same value at settlement, 6 it's changed over. And if you only have one share, 7 you've complied with the Taxation Act and you've 8 complied with the Land Duty Act, which otherwise could 9 have deemed it a land company and required stamp duty to 10 be paid on the value of the land and property contained 11 within Mineralogy. 12 Q. When you say "value", Mr Palmer, can we distinguish 13 between the face value of the share and the actual value 14 of the share. You would agree they're a different 15 concept? 16 So perhaps to let me develop that, Mineralogy has 17 just over 6 million shares, but you would agree that 18 it is worth much more than $6 million? 19 A. Yes. 20 Q. So there's a difference between having 6 million shares 21 worth $1 face value and what the underlying company is 22 worth? 23 A. Yes, I think what I tried to concede was that the 24 context of the share swap as set up in the legislation 25 was that there'd be equivalent value on both sides, so
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14:57 1 that when the swap took place the value would -- you 2 know, you'd have one company on top, say, with 6 million 3 shares, you'd have a company underneath which would have 4 6 million shares and you'd have an asset, and those 5 shares would be worth the value of that asset underneath 6 if they were sold. 7 Q. What I'm putting to you, Mr Palmer, is that the value 8 that has to be equivalent is the face value of the 9 share, not the actual value of the share. 10 A. It's a technical matter which I'm not qualified to 11 answer. It would be helpful if I could be. And 12 I certainly can't answer it without looking at the 13 agreement and looking at the legislation. 14 Q. Well, what I'm suggesting to you which must be true, 15 I suggest, given that you've made a resolution just 16 before the share swap that Zeph, for example, had no 17 assets, as you can see on the screen, other than one 18 fully paid share -- is that immediately before the share 19 swap, Zeph had no assets; immediately after the share 20 swap, Zeph owned a company worth many, many, many 21 millions of dollars, and it did so having issued 22 one-to-one shares which matched in the face value with 23 the shares that it acquired, but that had completely 24 different actual value. 25 A. Okay, so
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14:58 1 Q. That's what I'm putting to you. 2 A. -- I can understand your point now, sorry. 3 So I disagree with you, because you can say Zeph, 4 being the number 2 company in the chain, had 6 million 5 shares, but it had the full value of that, right? So 6 the company above it had 100% of Zeph. So it also had 7 the full value, if you wanted to sell that company or 8 buy that company. That was the inherent basis of the 9 share swap, so that the value was still with the 10 company. 11 Company 1, if you like, starts out owning the asset, 12 let's say it's worth 6 million, and it's transferred to 13 Zeph for 100% of its shares. 100% of its shares is what 14 matters, right? And it therefore owns 100% of shares in 15 that asset. 16 Now, by doing a share swap, shares and the issuing 17 of shares have their own intrinsic value because they 18 give you rights and certain obligations which are 19 different, right? So there's an assessment to be made 20 by anyone doing a share swap of this nature between two 21 international companies dealing with an Australian 22 asset: they may be getting different rights and 23 different obligations, depending on the constitution of 24 that company. 25 So you still have a value, even with just shares
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15:00 1 being transferred for nothing. You still have rights 2 and obligations that are being transferred, and they're 3 set out in the constitution. 4 Q. Can I perhaps come at it from a different direction. 5 Let's assume hypothetically that instead of having 6 6 million shares, Mineralogy had 10 million shares. Can 7 you just go with me and assume that as starting point? 8 A. Yes. 9 Q. You could have done exactly the same share swap 10 transaction involving Zeph and Mineralogy, but you would 11 have needed Zeph to issue 10 million $1 shares so that 12 they matched one-to-one with Mineralogy; do you agree 13 with that? 14 A. I think the -- I don't really know, to be honest with 15 you. I'd have to get technical advice about it, how 16 that would work. 17 Q. Well, haven't you said just a moment ago that the 18 critical thing is that the number of shares matches? 19 A. I was trying to demonstrate the value point. But as 20 I said, I can't get into technical accounting, which 21 I'm not qualified for. 22 Q. I'm not asking 23 THE PRESIDENT: Can I just ask for a clarification. 24 A. Yes. 25 THE PRESIDENT: I understand what you're saying about the
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15:01 1 equivalence of the two companies and of the exchange. 2 But if you look at it not from a tax or technical 3 perspective, but you look at it from your businessman's 4 perspective, do I understand it correctly that it is 5 actually Mineralogy that does add value to Zeph, and not 6 the contrary, because the shares of Mineralogy are much 7 more valuable than the shares of Zeph? 8 A. No, the shares of Zeph will have the same value, right? 9 THE PRESIDENT: No, they have -- by convention, they have 10 the same value. But if you look at their intrinsic 11 value -- you're used to valuing companies, I assume? 12 A. Yes. Well, the intrinsic value, you'd have to look in 13 further depth at what rights and obligations are being 14 brought. 15 THE PRESIDENT: Absolutely. 16 A. To me, it's a bit of a stalemate until you look at those 17 things and obligations, and see whether 18 THE PRESIDENT: But you probably know how much Mineralogy is 19 worth, approximately. And we know that Zeph had no 20 assets and liabilities, so we also know what 21 approximately the value of no assets is. 22 A. So what we know 23 THE PRESIDENT: So who gives something to the other? That's 24 the simple question. 25 A. Yes. So what we know is that Singapore is a much more
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15:02 1 effective tax regime and much better to trade in than it 2 is in Australia. So a purchaser coming along and 3 saying, "Well, I want to buy Mineralogy", the asset 4 I'm saying "the asset" or, "I want to buy the 5 company": in the company it's going to get a different 6 jurisdiction with a different tax regime and a different 7 regime, as we said, for dividends. 8 So there's a substantial advantage, I would say, if 9 you're a resident of Singapore, buying Zeph rather than 10 buying Mineralogy: there's a big difference in cost. 11 So, you know, that could bring it -- and it could work 12 the other way too. 13 But I'm not qualified to give you that sort of 14 advice. 15 THE PRESIDENT: No, but I'm not asking for that sort of 16 advice at all. I ask a very simple question: is this 17 transaction 18 A. The other side of the ledger -- 19 THE PRESIDENT: Who gives something to whom in this 20 transaction? You seem to say it is neutral because both 21 are the same value. But that's formal. 22 A. It starts off -- 23 THE PRESIDENT: If you look substantively 24 A. It starts off neutral, and the difference comes between 25 jurisdiction, market, tax regime, accessibility of
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15:03 1 capital, accessibility of markets, and assessment of 2 those things and what they do. 3 If you take, for example, that Mineralogy has a coal 4 project that it wants to fund in Singapore, it probably 5 gets substantial value by having a holding company in 6 Singapore which it can deal with, right? And it 7 enhances further development and further investment 8 THE PRESIDENT: You're pleading; you're not answering my 9 question. 10 A. Well, that's what would happen. You know, the money 11 would be invested in the Commonwealth if it was raised 12 through a Singapore jurisdiction. It would then go from 13 Singapore into, say, Waratah Coal, which is a subsidiary 14 of Mineralogy. And that was the purpose of it. 15 THE PRESIDENT: Thank you. I will appreciate this later. 16 DR DONAGHUE: Can Mr Palmer please be shown D2/7/11. 17 So this is another extract from Professor Lys's 18 report, this time his second or supplementary report. 19 Do I take it you haven't read this report either? 20 A. No. 21 Q. Well, can I direct your attention to paragraph 34 and 22 following. So Professor Lys is talking about the share 23 exchange between MIL and Zeph, and says: 24 "... MIL contributed the Mineralogy shares it owned, 25 and Zeph contributed the newly issued Zeph
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15:05 1 'Consideration Shares'. 2 (35) While not publicly traded, the Mineralogy 3 shares clearly had intrinsic value. For example, the 4 2018 Mineralogy financial statement indicates that 5 Mineralogy had AUD $579 million in total assets, 6 AUD $461 million in equity, and AUD $363 million in net 7 income after tax." 8 So those are some of the kinds of figures that the 9 learned President was just referring to. 10 "(36) In contrast, the newly issued Zeph 11 Consideration shares had no intrinsic value, as 12 confirmed, for example, in the ... board meeting [that 13 you've just seen] 14 (37) Because the Consideration Shares represent 15 ownership of an enterprise with no assets and no 16 intrinsic value immediately prior to the restructuring 17 transaction, they have zero value outside [the] share 18 exchange." 19 That's Professor Lys's expert opinion. Again, you 20 haven't chosen to cross-examine the professor on that 21 opinion. 22 A. Can I just read it a bit slower? 23 Q. Of course. 24 A. I'm not trying to avoid; just trying to understand it. 25 So he's talking about the share swap, right?
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15:06 1 Q. He's talking about the share swap by which Zeph became 2 the immediate owner of Mineralogy. 3 A. Yes, and that's when Zeph sold their shares to 4 Q. That's the second one, the January transaction. 5 A. Okay, so I just want to get that clear. 6 Well, firstly, it's not a question of Mineralogy. 7 This is an international asset, the shares in 8 Mineralogy, which is owned by a New Zealand company, 9 right? And the New Zealand company is doing the share 10 swap with Zeph. That's what's happening here. It's 11 nothing to do with Mineralogy. Okay? 12 So MIL has already bought Mineralogy previously, and 13 now what's happening is that -- and this is what 14 involved Zeph -- is that Zeph and MIL are doing 15 a commercial transaction by way of a share swap to sell 16 an asset an Australian asset to a Singapore company. 17 It's got nothing at all to do with Mineralogy. 18 Mineralogy's shares are an asset of MIL. 19 Q. Zeph becomes the owner of Mineralogy. You can't say 20 it's got nothing to do with it. Zeph becomes the owner 21 of the company. 22 A. It's a sale between two international companies of 23 an asset. 24 Q. The asset being Mineralogy? 25 A. That's right. That's between those two commercial
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15:07 1 companies; it's not between Mineralogy. Mineralogy is 2 just -- you know, MIL just owns those shares, and they 3 commercially decide to sell their shares to Zeph. 4 Mineralogy can't do anything about it. 5 Q. Really my point, Mr Palmer, is that there is a very 6 eminent economist who is expressing the opinions that 7 I've just read to you, who you haven't challenged and 8 you haven't contradicted -- 9 A. Well, I think they're just rubbish, because they're not 10 based on the transaction I just talked about. And 11 that's the transaction [that] happened: it was a share 12 swap between MIL in New Zealand to sell an asset for 13 shares in the Singapore company. It's between those 14 two companies. 15 Q. Alright. In light of the time, Mr Palmer, we need to 16 move on. 17 A. Okay. You asked me the question. 18 Q. I did, and you've given an answer. 19 A. Good. 20 Q. Can Mr Palmer be shown C1/17/16, which is part of your 21 fifth witness statement at paragraph 42. 22 This is under the heading "Decision to Retain 23 Dividends". You say: 24 "[You were] the sole director of Mineralogy and 25 a director of the Claimant in the financial years ending
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15:08 1 30 June 2019 and ... 2020 ... In my capacity as 2 a director of Mineralogy, I approved the annual accounts 3 of Mineralogy for submission to the shareholders 4 meeting ..." 5 So you're recognising there that, while you hold 6 various different offices, sometimes you act in one 7 capacity and sometimes you act in another capacity, 8 which must be a very familiar concept for an experienced 9 company director such as yourself. 10 A. What I'm saying is: the Corporations Act requires that 11 the accounts are approved by the directors of 12 Mineralogy 13 Q. Indeed. So sometimes 14 A. and that's what I did. 15 Q. Exactly. Sometimes the Corporations Act will say 16 something is the responsibility of the directors, 17 sometimes it will say it's the responsibility of the 18 shareholders, and the capacity in which you act depends 19 upon, amongst other things, what the legislation 20 requires. That's true, isn't it? 21 A. Yes, so in that way it's true. But I always would act 22 in the best interests of the Claimant, which was 23 a whole 24 Q. Mr Palmer, can you just focus on my questions. I'm not 25 asking about best interests; I'm asking about capacity,
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15:09 1 which hat you're wearing when you make particular 2 different decisions. 3 And just like the Corporations Act might give 4 different powers to people in different capacities, the 5 constitution of a company might say sometimes the 6 director can do something; sometimes the company in 7 general meeting can do it, the shareholders can do it. 8 Again, you're familiar with that differentiation of 9 responsibility depending upon what the constitution 10 says, aren't you? 11 A. As a private company, I find that the reality how it 12 operates is that whatever I say goes, as the 13 shareholder. 14 Q. Alright. Well, that's really where I'm coming with 15 this. 16 Are you suggesting that as private company, you 17 don't have to worry about what capacity you're acting 18 in, even though the constitution of the company or the 19 Corporations Law might say different? Is that what 20 you're suggesting? 21 A. I'm saying at any time I can change the articles of 22 association, change the board, appoint new directors, 23 with different things to achieve my commercial 24 objectives and 25 Q. That may all be so. But unless you do those things,
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15:10 1 unless you change the rules of incorporation of the 2 company, you have to comply with the constitution of the 3 company? 4 A. Well, we do. 5 Q. You can't just ignore it because you own the whole 6 thing, and just say, "It therefore doesn't matter 7 whether I do something as a shareholder or a director, 8 even if the constitution of the corporation says 9 something different"? 10 A. I've already given your answer. 11 Q. Sorry, what is your answer? 12 A. I said we do comply with all laws. 13 Q. Okay, good. So that if the constitution of Mineralogy 14 says something is a responsibility of the directors, 15 then you would agree that you can only do that thing as 16 the director of the company? 17 A. It would depend what it was. 18 Q. Well, why? If you comply with all laws, and the 19 constitution says only the directors can do it, why does 20 it depend? 21 A. Well, I guess that in most instances, the constitution 22 would say the shareholders can, by general resolution in 23 a general meeting, override the directors' decision. 24 Q. But they have to do it? 25 A. That's right.
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15:11 1 Q. There should be a resolution that says, "Here we are 2 overriding or changing the" 3 A. Well, obviously if the directors don't do what the 4 shareholders want, they will do that. 5 Q. Having the capacity to change the rules or having the 6 capacity to change the directors is different from 7 having the capacity to do the thing that only the 8 existing directors have the power to do. Do you 9 understand the distinction? 10 A. Well, not really. Because the consideration would be, 11 of the director, not to act contrary to his 12 shareholders' wishes, I would have thought, in a private 13 company; before he makes the decision, whatever it may 14 be. 15 Q. At one point in your opening yesterday, you seemed to be 16 suggesting that simply inaction, that leaving money in 17 Mineralogy, was properly to be treated as a contribution 18 by Zeph, because Zeph could have done things to take out 19 the money if it wanted to. Is that your position in 20 this arbitration? 21 A. Well, you're now arguing a case against me. 22 Q. No 23 A. I'm just saying that I'm not here to deal with legal 24 matters so much as to answer your questions. 25 Q. Alright. Well
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15:13 1 A. So I can go back and get the material to read it to be 2 able to answer that, if you want me [to]. But I've only 3 got my witness statement here, which you're 4 cross-examining me on 5 Q. I'm just asking you 6 A. and you're putting propositions to me which will 7 require me to get legal assistance. 8 Q. I'm asking you the question whether you suggest that 9 because you 10 A. When did I suggest this? 11 Q. In your opening yesterday, at transcript [pages] 197 12 to 198, at 4.04 pm, you said: 13 "... retained profits may be left in a subsidiary 14 company by the parent and used by the subsidiary company 15 to further its activities." 16 And you were suggesting, I think, that that was a 17 you were talking about returns, the investment of 18 returns, and you were saying that counts as 19 an investment, just leaving 20 A. Well, that's a legal submission, a submission for the 21 Tribunal for me in my capacity as a representative. I'm 22 not being cross-examined in that capacity, I didn't 23 think. 24 Q. Well, you're being -- we'll move on. 25 Can I show you the Mineralogy constitution from
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15:14 1 2014. It's E1/563/1, it's Exhibit C-563. Can we go to 2 clause 31.1, which is E1/563/33. 3 You can see a heading "Dividends and Reserves" in 4 the middle of page 31. And then 31.1, "Declaration of 5 Dividend": 6 "The Company in general meeting may declare 7 a dividend if, and only if the directors have 8 recommended a dividend and such dividend shall not 9 exceed the amount recommended by the directors." 10 So I want to break that down for you. We've got 11 a few different concepts. 12 We've got "The Company in general meeting". That's 13 the shareholders, do you agree? 14 A. That is the shareholders, yes. 15 Q. Yes. And the shareholders "may declare a dividend if, 16 and only if, the directors [have made a recommendation,] 17 have recommended a dividend". 18 So I suggest to you there's a two-part 19 decision-making structure: the directors have to make 20 a recommendation; and then, if they have, the 21 shareholders can declare a dividend up to the amount of 22 the recommendation. Do you agree that that's what the 23 clause says? 24 A. Yes, that's right. 25 Q. So it follows, doesn't it, that unless there is
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15:15 1 a recommendation of a dividend by the directors in any 2 given year, the shareholders have no role in deciding 3 whether or not to declare a dividend? Because the "if, 4 and only if" says the directors have to make the 5 recommendation first. 6 A. Well, firstly, the directors have to make a decision on 7 whether they're going to recommend a dividend or they're 8 not going to recommend a dividend. And in that case, 9 the case you're referring to, I made a decision not to 10 recommend a dividend. And the reason for my decision 11 was that I can act and I think it's 32, the other 12 section here, I can act on behalf of ... do you want to 13 put that up? 14 Q. It's 22.3 you're talking about. 15 A. You know the one I mean. 16 Q. It's E1/563/27. 17 A. Just to explain. 18 Q. I understand what you're saying. 19 A. So you can see that -- this is 22.3: 20 "Where [a] Company is a wholly owned subsidiary and 21 the Directors are also the Directors of the holding 22 company ..." 23 Which was the case: I was the director of the 24 Claimant: 25 "... the Directors may act in the best interests of
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15:17 1 the holding company and in a manner which is contrary to 2 the best interests of the Company, provided that the 3 Company is not insolvent or does not become insolvent 4 because of the Director's action under this clause." 5 So the first decision for the director is: will 6 I pay a dividend or not pay a dividend? Will I make 7 a recommendation or not make a recommendation? 8 And I decided not to make a recommendation because 9 it was in the interests of both the Claimant and 10 Mineralogy that Mineralogy retains more money in its 11 businesses in Australia. And that also benefits the 12 Claimant because it increases the value of its 13 investment. 14 Q. But that decision that you made ... 15 A. Not to recommend a dividend. 16 Q. not to recommend a dividend -- if you did make such 17 a decision was a decision that you made in your 18 capacity as a director of Mineralogy. 19 A. No, that was before -- yes, the first decision I had to 20 make was: will I recommend a dividend or won't 21 I recommend a dividend? 22 Q. And what I'm putting to you is that you could only make 23 that decision in your capacity as a director of 24 Mineralogy. 25 A. Well, my consideration was the Claimant when I made that
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15:18 1 decision. And I thought I was empowered to make that 2 decision under this corporate provision. I also -- 3 Q. Can you look at the words of the corporate provision? 4 It does contemplate that the director may act in the 5 best interests of the holding company. 6 A. Yes. 7 Q. But this is a provision in Mineralogy's constitution. 8 It's saying: a director of Mineralogy is entitled to act 9 in the best interests of Zeph. 10 A. That's right. 11 Q. But it's not saying that Zeph makes the decision. It's 12 saying the director of Mineralogy can act in the best 13 interests of Zeph. Do you understand the difference 14 between those things? 15 A. Well, I disagree with your interpretation, because it 16 says, in the second line, "the Directors may act in the 17 best interests". 18 "Where the Company is a wholly owned subsidiary and 19 the Directors are also the Directors of the holding 20 company ..." 21 So it's envisaging a director of both: 22 "... the Directors ..." 23 The same people: 24 "... may act in the best interests of the holding 25 company ..."
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15:19 1 So in reaching the decision not to pay a dividend, 2 I was acting in the best interest of the Claimant, 3 I believed. 4 Q. But 5 A. The alternative was to send the money out to the 6 Claimant by dividend, not to have it in the 7 Mineralogy Group. That was the alternative. 8 Q. But either deliberately or inadvertently, you are 9 blurring two things: you are blurring who you are acting 10 in the best interest of, and the capacity in which the 11 decision is made. And I'm putting to you they're 12 different. 13 A. Well, I'm just telling you what happened. 14 Q. Well -- 15 A. And I'm telling you what I thought when I did it. 16 I thought it was in the best interest of the Claimant 17 and in the best interest of Mineralogy -- both, 18 actually -- that the money [be] retained in Mineralogy, 19 because Mineralogy could do with a couple of extra 20 hundred million one year, it was 35 million another 21 year. And the Claimant would benefit by its increased 22 investment. So that's how I made the decision. 23 Q. You filed an expert report by Mr Peter Dunning KC in 24 this proceeding, about the interpretation of these 25 provisions. Have you read that report?
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15:20 1 A. No. 2 Q. Can I show you Mr Dunning's report. It's D1/10/6. In 3 paragraph 7, Mr Dunning says: 4 "Part 31 of the Mineralogy Constitution applies to 5 dividends and reserves. Consistent with the Act ..." 6 And he is referring there to you can see in the 7 footnote -- 254U of the Corporations Act: 8 "... it is the directors of Mineralogy that must 9 recommend payment of a dividend, and its amount. Only 10 then, may Mineralogy in general meeting declare 11 a dividend not exceeding the amount recommended by the 12 directors." 13 So your own expert is construing the provision in 14 exactly the way that I've put to you, Mr Palmer. 15 A. Well, I'll have to disagree because, as I explained, 16 I decided -- I made a consideration of: would I pay 17 a dividend or wouldn't I? And in making that 18 consideration, I took into account that the Claimant was 19 happy to forgo the receipt of those funds for that year. 20 If the Claimant had wanted those funds by its needs of 21 its business or for some other opportunity, I certainly 22 would have paid them out. 23 Q. That may well be so. 24 A. But that was my consideration. 25 Q. But
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15:21 1 A. And that's the consideration I took. 2 Q. So are you suggesting to the Tribunal that in that 3 decision-making process that you were just going 4 through, notwithstanding the terms of clause 31.1 can 5 we put that back in front of you, just so you can see 6 it -- B1/563/1. 7 A. This only talks about making a dividend, not deciding 8 to -- 9 Q. "... may declare a dividend ..." 10 A. Yes. Well, I decided not to declare a dividend earlier. 11 Q. But the decision to declare it or not declare it is made 12 by the same person in the same capacity, necessarily. 13 A. Look, I just don't accept that. It's not practicable. 14 It's not how companies operate. 15 Q. So you think that the decision to decide not to declare 16 a dividend was not a decision for the directors of 17 Mineralogy? 18 A. Well, they didn't declare one, and that was the reality 19 of it. 20 Q. Well, that's really the point, Mr Palmer. So they 21 didn't declare, in either of the financial years you 22 rely upon -- financial year ending 2019 or 2020 -- they 23 did not declare anything other -- nothing in financial 24 year 2019; and in financial year 2020 25 A. Yes.
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15:22 1 Q. -- just over $8 million? 2 A. I think the view I took at the time was that the 3 investment that the Claimant had made in the company had 4 yielded considerable returns, over $230 million, and 5 that that investment had yielded that and would continue 6 to yield that if it remained in place. 7 Q. 230 million, yes. 8 A. It was 200 and something like that, 235 million. 9 Q. But -- 10 A. That was the yield from the investment. I thought that 11 was good and should stay with Mineralogy. 12 Q. The proposition that I am asking to you grapple with is 13 that, absent a resolution of the directors to recommend 14 payment of the 230 million to Zeph, Zeph had no 15 entitlement to that money. It was a decision of 16 Mineralogy whether or not Zeph had an entitlement to 17 that money or not, and that decision was never made. 18 A. I just don't agree with that. 19 Q. So what I'm putting to you is that any decision to 20 retain that money, the 230 million or whatever precisely 21 it was, was a decision made by the Australian company 22 Mineralogy in Australia. And applying Mineralogy's own 23 constitution, it cannot possibly have been 24 a contribution by Zeph. 25 A. Anyway, it was made that way. It was made because
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15:23 1 I thought it was the best for the Claimant and 2 Mineralogy. And if people are affected by it, they can 3 commence proceedings. But who am I going to sue? 4 Myself? It's just a nonsense 5 Q. Okay. So that's an argument based on the economic 6 reality: you say that these provisions are a nonsense 7 because you're the boss 8 A. (Laughs) 9 Q. -- you control it, and you can do what you want with the 10 money. Is that the point? 11 A. Well, you know, who is going to sue me? Who is going to 12 take me to a court? Is my left arm going to sue my 13 right arm? 14 I mean, the practicalities was: I owned this 15 company, I owned that company, we decided it was in the 16 best interest to retain the profits in Mineralogy. 17 That's it. I don't split my brain in half and say: who 18 am I acting for with my private companies that I own 19 100% of. 20 Q. Well, Mr Palmer, can I suggest there's a lot of force in 21 that. 22 A. Well, that's the reality. And, you know, so be it. 23 Q. So we can just ignore the corporate forms? 24 A. All I'm saying is that I don't live my life on corporate 25 forms; I make decisions. And the decision that I made,
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15:24 1 in whatever capacity, was to keep the money in 2 Mineralogy and not pay it to Zeph. 3 And I acknowledge that it could have been paid to 4 Zeph if I had decided to pay it or, sorry, if the 5 Claimant wanted it, they could have got it. 6 Q. You appreciate that one of the functions of directors 7 under the Corporations Act in Australia is to approve 8 the accounts of the company. Do you agree with that? 9 A. Yes, it's one of the functions, yes: to recommend the 10 accounts to shareholders. 11 Q. And the accounts of a company are necessarily prepared 12 after the financial year to which the accounts relate, 13 otherwise they can't be complete; do you agree with 14 that? 15 A. Normally, or close to the end of the year. 16 Q. Well, they'd always be after, wouldn't they? 17 A. Well, we do a sort of rolling audit, so it's hopefully 18 normally done quicker -- 19 Q. But the accounts that are going to be -- 20 A. in a month or so. 21 Q. The accounts that are going to be approved will always 22 be at least a short time after the end of the financial 23 year? 24 A. Oh yes, they will be, because you have to give notice to 25 the shareholders. I think it's 21 or 28 days' notice.
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15:26 1 Q. Sometimes it's quite a long time after. I think in one 2 case, for Mineralogy, it was almost 12 months later. 3 A. Mm-hm. 4 Q. But you agree it's after; is that right? 5 A. That's right, yes. 6 Q. And you also agree that one of the things that 7 I don't want to take you through the chapter and verse 8 unless I need to, but one of the things that Section 295 9 of the Corporations Act requires is a director's 10 declaration stating that the accounts accord with the 11 Act, and Australian accounting standards 12 A. Yes. 13 Q. true and fair statement of the financial position, 14 all of those things? 15 A. Yes. 16 Q. So when 17 A. And the auditors too. 18 Q. And the auditors too. All of the above. 19 A. Yes. 20 Q. So that when there's a meeting of the directors of 21 Mineralogy to approve the accounts of the company 22 A. Which is me. 23 Q. Which is you, you are discharging those various duties 24 that we've just identified? 25 A. Mm.
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15:27 1 Q. Is that right? 2 A. Yes. 3 Q. Doesn't it follow, just as a matter of logic, that in 4 approving the accounts of a company after a relevant 5 financial year, the decision to approve the accounts 6 can't be changing what happened retrospectively in the 7 financial year to which the accounts relate? You would 8 agree with that? 9 A. Yes. 10 Q. So that if there was no declaration declared in the past 11 financial year, a decision to approve the accounts 12 doesn't change that? 13 A. There could be a declaration for a dividend, if that's 14 what you mean, at the time the accounts are approved: 15 there could be a new declaration. 16 Q. Even though there was nothing in the accounts in the 17 previous financial year because there was no declaration 18 in the previous financial year? 19 A. I think you make an error to think that dividends can 20 only be approved in annual accounts. 21 Q. No, no 22 A. We can approve a dividend at any time. So, for example, 23 if, on the agenda where we approve the company's 24 accounts, the shareholder thought there should have been 25 a dividend, he can immediately pass a special
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15:28 1 resolution, if he's got the numbers, and have the 2 dividend paid there and then. 3 Q. I certainly am not making the error you suggest. 4 A. Sorry. 5 Q. I'm just saying that if it was to be suggested that the 6 point at which the dividend was declared was in the 7 approval of the accounts, that would encounter the 8 problem that I've described, which is that the approval 9 of the accounts can't retrospectively change what 10 happened. Do you agree with that? 11 A. Well, the decision, really -- if you're going back to 12 where the decision happens, it happens whether there's 13 a recommendation for a dividend or not, yes. 14 Q. Yes. It has to happen that way? 15 A. Yes. So I'm saying that I made my decisions before 16 that. I had to decide: will I declare one or won't I? 17 I decided I won't. And in doing that, I knew I would be 18 leaving the money into further yield on the Claimant's 19 investment. That's my rationale. 20 Q. But you say you made that decision to leave it there at 21 some unspecified point in time? 22 A. It may have -- I'd have to look at the minute, but 23 I think I might have considered the matter three or four 24 hours before the meeting 25 Q. Which meeting?
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15:29 1 A. This is the -- there's a minute, you've got a minute 2 there of a directors meeting you put up before, and 3 I think it was a few hours before that meeting. 4 Q. So you made a decision not to declare a dividend just 5 before the Mineralogy directors meeting; is that what 6 you're saying? 7 A. Yes, some time there. I can't say whether it was two 8 hours or three hours, but it was something like that. 9 DR DONAGHUE: If it's convenient to the Tribunal, I probably 10 only need maybe another 10 minutes with Mr Palmer. So 11 if the Tribunal is prepared to bear with me, we can 12 finish Mr Palmer before the break. 13 THE PRESIDENT: We can finish his examination at least, yes. 14 DR DONAGHUE: Is that alright with you, Mr Palmer? 15 MR PALMER: Sure, yes. 16 THE PRESIDENT: Yes. I mean, I have been watching your 17 time. 18 DR DONAGHUE: We have been too! 19 THE PRESIDENT: I'm sure you are too! So of course, 20 10 minutes will be fine, and we'll take the break 21 thereafter. 22 DR DONAGHUE: Thank you. 23 Subject to re-examination, if there is to be any. 24 But 10 minutes of remaining cross. 25 THE PRESIDENT: Yes. Anyway you are not committed, because
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15:30 1 you don't know how long the answers are, but it's 2 an indication. 3 DR DONAGHUE: Yes. 4 I'm moving, Mr Palmer, you'll be delighted to hear, 5 to the last topic. 6 A. Yes. 7 Q. Can Mr Palmer be shown C1/18/18, which is your sixth 8 witness statement at paragraph 53. (Pause) 9 A. You've only got two lines there. 10 Q. There's two lines and it goes over the page. You're 11 talking about: 12 "The daily contribution the Claimant's Directors 13 make to Mineralogy as directors of the Claimant 14 is subject to being responsible to the board of the 15 Claimant for their commercial activities ... It is not 16 the tail wagging the dog. The Claimant's Directors 17 do not report to the board of Mineralogy. The Board 18 acts at all times with the wishes of the holding 19 company ..." 20 A. That's true. 21 Q. So you say that Zeph's directors make a daily 22 contribution to Mineralogy as directors of the Claimant. 23 And you go on in the statement, at paragraph 56 and 24 following, to discuss the contributions of yourself, 25 Emily Palmer, Declan Sheridan, Baljeet Singh and
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15:31 1 Bernard Wong. 2 A. Sure. 3 Q. In the questions I'm about to ask you, can I ask you to 4 leave yourself aside. I'm not suggesting you're not 5 making a contribution; I just want to ask you about the 6 other Australian directors. 7 A. Okay, sure, yes. 8 Q. So do you agree that the other Australian directors of 9 Zeph all had positions in Mineralogy, either as 10 directors or officers or employees, before they became 11 directors of Zeph? 12 A. Before? 13 Q. Yes. 14 A. I'll just go through all of them. Yes. 15 Q. Yes. And do you agree that all of the other Australian 16 directors of Zeph still have positions in Mineralogy, 17 whether as directors or officers or employees? 18 A. You mean straight: no, that's not true. 19 Q. It's not true of ...? 20 [Redacted] 21 [Redacted] 22 [Redacted] 23 [Redacted] 24 [Redacted] 25 [Redacted]
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15:32 1 [Redacted] 2 [Redacted] 3 [Redacted] 4 [Redacted] 5 [Redacted] 6 [Redacted] 7 [Redacted] 8 [Redacted] 9 [Redacted] 10 [Redacted] 11 [Redacted] 12 [Redacted] 13 [Redacted] 14 [Redacted] 15 [Redacted] 16 [Redacted] 17 [Redacted] 18 [Redacted] 19 [Redacted] 20 [Redacted] 21 [Redacted] 22 [Redacted] 23 [Redacted] 24 [Redacted] 25 [Redacted]
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15:34 1 [Redacted] 2 [Redacted] 3 [Redacted] 4 [Redacted] 5 [Redacted] 6 [Redacted] 7 [Redacted] 8 [Redacted] 9 [Redacted] 10 [Redacted] 11 [Redacted] 12 [Redacted] 13 DR DONAGHUE: Thank you. 14 Would you agree, Mr Palmer, that the Claimant hasn't 15 produced a single document that demonstrates that any of 16 the other Australian directors do anything for Zeph in 17 their capacity as directors of Zeph that is different 18 from what they do in their capacity as Mineralogy? I am 19 asking about documents. 20 A. Well, the video: you saw the directors at the Christmas 21 party, and that's been produced as an exhibit, I think, 22 here. 23 I don't know, I'd have to look at the evidence. 24 I think there's been ... Mineralogy's directors has been 25 shown by the Singapore records of the company as well.
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15:35 1 Q. But to the extent that the directors of Zeph are also 2 A. Sorry, there has been the minutes and things that have 3 gone on in the restructure, and the time like that. But 4 that was Zeph directors. I think there are some, 5 minutes, signed minutes. 6 Q. But you were 7 A. And there's the joint venture agreement. 8 Q. If the Claimant had wanted this Tribunal to conclude 9 that the other Australian directors of Zeph are making 10 a contribution to Mineralogy, so a contribution from 11 Zeph to Mineralogy made by these individuals in their 12 capacity as directors of Zeph, do you agree that you 13 could have called each of those people to tell us what 14 that contribution was? 15 [Redacted] 16 [Redacted] 17 [Redacted] 18 [Redacted] 19 [Redacted] 20 [Redacted] 21 [Redacted] 22 [Redacted] 23 [Redacted] 24 [Redacted] 25 [Redacted]
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15:37 1 [Redacted] 2 [Redacted] 3 [Redacted] 4 [Redacted] 5 [Redacted] 6 [Redacted] 7 [Redacted] 8 [Redacted] 9 [Redacted] 10 [Redacted] 11 [Redacted] 12 [Redacted] 13 [Redacted] 14 [Redacted] 15 Q. Can I repeat my question to you, which was that: if the 16 Claimant wanted to establish that it made an investment 17 in the form of a contribution through the work of these 18 directors, it was open to the Claimant to call them, 19 these individuals, to have them explain directly what 20 they contribute. And you didn't do that; the Claimant 21 didn't do that. 22 A. I just think that's a hypothetical question. 23 Q. Well ... 24 A. I don't really see the answer to that. I mean 25 Q. You've given us an account in your witness statement of
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15:38 1 what you say that they do. 2 A. Sure, I provide that evidence. 3 Q. But by doing it that way, you deprive us of the 4 opportunity to ask them firsthand to explain what they 5 do. Do you agree with that? 6 A. Well, bearing in mind that we think this whole exercise 7 is fruitless and it doesn't assist our case, we just 8 want to proceed with the case as soon as we can. And we 9 don't see why -- there's no reason why they can't 10 provide you information; we haven't tried to stop anyone 11 from providing information. None of your people have 12 approached them and asked them would they be a witness, 13 which you could have. 14 Why didn't you contact them and ask them: could you 15 give evidence for us? You could have done that if you 16 thought it was important. 17 Q. You're not being serious, Mr Palmer. 18 A. Well, you're asking me ridiculous questions. 19 Q. Well ... 20 A. I've gone on the record, I've said what they do. I'm 21 here to answer the questions. 22 [Redacted] 23 [Redacted] 24 [Redacted] 25 [Redacted]
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15:39 1 [Redacted] 2 Q. So you'd like us to take it on trust that even though 3 all of these people are in the Zeph camp -- they're all 4 directors, they all work for Mineralogy, they all could 5 have given statements to explain fully what they do and 6 why they contribute so much that that contribution 7 should be treated as an investment -- but we shouldn't 8 worry that we don't have any of that because we've got 9 your summary? 10 A. Well, that's right. 11 But besides that, we don't have anything from 12 Mr McGowan or Mr Quigley, and ask them why they secretly 13 broke the law, committed criminal offences in Western 14 Australia while the Act wasn't foreseeable. You haven't 15 produced those witnesses, the Premier. 16 Q. You don't think that, in a claim against the 17 Commonwealth said to be worth $300 billion, you should 18 produce witnesses going directly to 19 A. Well, certainly this is not about $300 billion; this is 20 about jurisdiction. 21 Q. Well, it's about $300 billion if the Tribunal has no 22 jurisdiction. 23 A. Well, I'm just saying to you: we provided as much 24 information as we could in this claim. 29 boxes of 25 information was served on the arbitrators and on you.
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15:40 1 We provided countless witness statements. If you put 2 what's been provided by our side against your side, 3 I think the scales of justice will tip in our favour. 4 DR DONAGHUE: I have nothing further for Mr Palmer. 5 THE PRESIDENT: Thank you. 6 MR PALMER: Thanks very much. 7 THE PRESIDENT: We are not entirely done yet, Mr Palmer, 8 because there may be re-direct questions, and then the 9 Tribunal may have a few questions for you. 10 MR PALMER: Okay. 11 THE PRESIDENT: But we are going to take a break now because 12 we have been going for 1 hour and 40 and that's rather 13 a long stretch for everyone. 14 Just to plan the continuation, can I ask you what 15 your estimate is for your cross-examination of 16 Mr Birkett? Or if you want to discuss it within the 17 team, of course you may. 18 DR DONAGHUE: It's being reminded whether the live stream 19 should go back on. I don't know if that's already 20 happened. 21 I think our provisional estimate -- I'll look down 22 the bar table -- was about 20 minutes for Mr Birkett. 23 THE PRESIDENT: Fine. And he will have his 20-minute 24 presentation. Is that what you have in mind, Dr Kirk? 25 DR KIRK: I understand that Mr Birkett isn't going to give
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15:41 1 a presentation. 2 THE PRESIDENT: He will not. And then the Tribunal may have 3 some questions. Fine. 4 The reason for asking all this is that then we'll 5 have a break until 4.10, because the Tribunal must 6 complete its work on the questions that it needs to ask 7 you at the end of the day, and it would help us if we 8 have a little bit more time. I could even be more 9 generous and say 4.15. 10 MR PALMER: So do I need to go to the state room? 11 THE PRESIDENT: You are still under the same rule, 12 Mr Palmer. It's soon over, but you have to bear with us 13 for a little while. 14 MR PALMER: Sure, certainly. So it's 10 minutes, is it? 15 DR DONAGHUE: I should perhaps say, if it helps the 16 Tribunal, we are happy for a longer break. 17 THE PRESIDENT: No, I think we can do it. 18 (3.42 pm) 19 (A short break) 20 (4.23 pm) 21 THE PRESIDENT: Are we ready to resume? It looks like 22 we are. I should have accepted the offer for more time. 23 I apologise for the delay. 24 Now I will turn to the Claimants, if you have 25 re-direct questions for Mr Palmer?
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16:23 1 MR BYRNE: Yes, thank you, Madam President. Just a few 2 questions, if I may. 3 THE PRESIDENT: Yes, please. 4 MR BYRNE: Thank you. 5 Re-direct examination by MR BYRNE 6 Q. Mr Palmer, you were asked earlier today about whether 7 you had any notes of meetings with Mr Martino. 8 A. Mm-hm. 9 Q. Do you usually keep notes of meetings? 10 A. No, not normally. I normally get through a large 11 workload by utilising the telephone or verbal 12 communications, I've found most effective. And 13 I normally rely on my staff or other people that have 14 been with me for a long time to carry out my decisions. 15 I spend most of my time working making decisions on 16 a whole range of issues. 17 Q. You gave evidence earlier today to the effect that you 18 make your own decisions in business affairs; do you 19 recall that? 20 A. Yes, I do. And I guess I've slowly built up enough 21 confidence to make those decision, or get to a stage 22 where I can back my own judgment. And in the majority 23 of cases, it's worked out successfully commercially, and 24 for that reason I continue to do it. 25 Q. You explained yesterday in the opening that you do not
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16:24 1 reach decisions by committee and perhaps adopt 2 an unconventional approach? 3 A. I think that's true. I normally make a decision in 4 a short period of time, because I personally see time as 5 being the enemy in life and we've got to use it as best 6 we can. So to delay, or to make decisions for a long 7 period, to me seems to be a cardinal sin. 8 Q. You referred in your first witness statement at 9 paragraph 16 to your business and mining experience. 10 A. Mm-hm. 11 Q. Would you like to elaborate on that a little and explain 12 your mining experience? 13 A. Well, I've been in mining and exploration for probably 14 close to 40 years, and during that time I've worked on 15 a whole range of exploration and development properties, 16 from gold in Western Australia to iron ore; large coal 17 deposits that we have in Queensland, probably the 18 largest in the world; large oil and gas in Papua 19 New Guinea, where we've done offshore exploration, where 20 holes can cost between $50 [million] and $100 million at 21 the time we were doing them. 22 We held the world's fourth largest nickel refinery, 23 in Townsville. We employed about 2,000 people there. 24 I took it over from BHP and it was completely 25 restructured. I've worked on nickel mining projects,
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16:25 1 got them approved and running. We've had operation of 2 ports: both ports at Cape Preston, Western Australia, 3 and also the Townsville port. We were the biggest user 4 of the Townsville port for the exportation of nickel and 5 the largest employer in Queensland at that time. 6 So I've had a very varied experience. We've 7 recently embarked upon lithium exploration in 8 New Zealand, and in South Australia we've got iron ore 9 properties as well. 10 So I've had a very, very interesting career with 11 a lot of mineral properties and developments. And at my 12 age now, I think I should let them all go at some stage: 13 it's time to retire. 14 Q. Now, in that context, can you just explain in a little 15 more detail your decision-making process? 16 A. Well, normally I -- if a decision has got to be made, 17 I normally sit down and look at the facts and weigh the 18 pros and cons up, and probably within a short period of 19 30 minutes I'd make the decision, whatever it was. And 20 then I'd revisit it the second day, see whether I still 21 had that or it still had scrutiny. 22 I'd then dispatch it to the person who needed to 23 carry out the activity somewhere in our chain of 24 command. It's been sort of represented that I make 25 a lot of decisions, I do a lot of things, but I can't
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16:27 1 possibly do all the work of the decisions that have got 2 to be made with such a large organisation. It may be 3 a perception, but once the policy and the decision is 4 made, I've got to rely on people that I trusted to carry 5 them out. 6 Q. And when it came to the rationale for the incorporation 7 of Zeph, to what extent was that approach consistent 8 with your usual approach? 9 A. Well, the incorporation of Zeph -- well, we had 10 incorporated two companies earlier, in 2018; one that 11 was incorporated by Gledhills. I was quite annoyed when 12 I found it took so long to get that company 13 incorporated. I contacted another shelf company group, 14 I suppose, in Singapore: they incorporated another 15 company, because I was disappointed with what had 16 happened internally. We ended up, we had two companies 17 incorporated. And I had advice at the time that there 18 should be a different structure, which I didn't 19 necessarily agree with, but I accepted the advice from 20 Mr Martino. 21 There were developments taking place in Western 22 Australia in lithium and setting up a -- sorry, in 23 New Zealand, setting up a company manager and looking at 24 real estate and large industrial properties over there. 25 That had its own life, which had commenced probably
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16:28 1 about May 2018. That came to fruition: we had 2 an opportunity to buy an industrial estate there, and we 3 went ahead and bought it. That required the urgency of 4 getting MIL incorporated. 5 When I went on holiday, it was decided then to 6 I decided to go into the three-tier structure, if you 7 like, and follow that plan. And we utilised MIL as the 8 third company in a different jurisdiction. 9 Q. And in view of your evidence regarding the 10 decision-making process, did you rely on anyone other 11 than yourself to make the decision to incorporate Zeph? 12 A. I didn't rely on anyone else to make the decisions. 13 I certainly did get other people to assist us in various 14 tasks. 15 For example, Mr Sorensen took control over the 16 actual implementation of the restructures -- drafting 17 minutes of that nature, checking the legal 18 requirements -- and he produced a set of documents and 19 presented it to us and to the various parties. I used 20 people such as him. 21 We used Allen & Gledhills for secretarial services 22 in Singapore, which they still provide to Zeph. We've 23 got two Allen & Gledhills lawyers as company 24 secretaries. 25 We used Minters in Auckland to carry out secretarial
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16:29 1 work and also assist us in the search for a chief 2 executive in New Zealand, and also to carry out our work 3 with other real estate agents looking for investments at 4 that time. 5 Q. You were asked about the decision you made in June 2018. 6 A. Mm-hm. 7 Q. In your first witness statement, you referred to 8 undertaking your own research. 9 A. Mm-hm. 10 Q. Were any reports obtained in that research? 11 A. No. I had a general look at the -- up until the time 12 I had those three documents which I referred to, I was 13 generally sort of monitoring what things were like in 14 the coal industry, what the public perception was to 15 coal, and it seemed to me it was very negative in 16 Australia. 17 And once I got the letter from the Prime Minister 18 knocking back -- sorry, from the Premier to the Prime 19 Minister knocking back a billion dollars of coal funding 20 in Queensland, I realised that acts were being drafted 21 in the Federal Parliament; and then on top of that, our 22 bank was not going to fund any new coal projects. 23 I felt a bit hopeless. And I was very concerned that 24 we'd have to write off the $125 million we'd spent so 25 far in the project unless I could come up with a new way
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16:31 1 of doing it, which would involve more money, I thought, 2 at that stage. 3 But I didn't want to write the investment off. That 4 was the only decision: either you write it off or you 5 look to raise the funds internationally. And that's 6 what I -- we looked to do. 7 And Singapore seemed to be a logical conclusion. 8 Other people were saying that. And I looked at some of 9 the reports which were on the net. I was familiar with 10 the financing in Singapore: our company secretary for 11 our nickel company had previously -- we'd funded ships 12 through Singapore about five years ago: we raised about 13 $100 million there. So I was familiar with some of the 14 operations. 15 Q. And did you engage any third-party consultants? 16 A. In Singapore? 17 Q. In Australia. 18 A. Sorry, in Australia. 19 Well, as I said, we had PwC working on the 20 restructure: that was the main person that we utilised. 21 Plus our internal people. And also we acquired -- Allen 22 & Gledhills carried out work in Singapore; I think there 23 were other accountants in Singapore that we utilised as 24 well. I think they're listed in my witness statement, 25 right?
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16:32 1 Q. You were asked about the Christchurch property and 2 whether that involved any meaningful diversification. 3 A. Yes. Well, I think it did, because it provided a base 4 which we wanted to build on in New Zealand for a steady 5 revenue. 6 It's always been profitable since we've had it: 7 I think it produces about $1.5 million of profit a year, 8 in that sort of order. And it was a very good 9 opportunity. It's probably worth now double what we 10 paid for it. We'd probably pick up about 11 $11.5/12 million profit if we sold it. 12 Q. You've given evidence about your 40 years of business 13 experience. Did any of that include property? 14 A. Yes, I originally started out in real estate back in 15 1972, and that led to specialist consultancy work. And 16 I went on from there to develop my own properties, large 17 tracts of land for subdivision, together with home 18 units, building and other commercial property. And from 19 there, I went into mining. 20 Q. You were asked 21 A. Sorry, mining and some other things. 22 Q. Thank you. 23 You were asked about the award obtained in 24 October 2019 and you mentioned that you thought the 25 State had filed an appeal.
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16:33 1 A. Yes. 2 Q. May Mr Palmer be shown E1/206 (C-206). 3 Now, if you see the second paragraph there 4 Mr Palmer, is that the matter you're referring to? 5 A. Yes, that's the matter I'm referring to. 6 I think it was in that appeal that the State 7 produced a witness, an expert witness, in respect of 8 what they thought the damages could be for the State: 9 that was Mr William Preston. He concluded that it was 10 in the order of $27 billion. 11 And I realise that the Respondent hasn't been able 12 to locate that document, but from my recollection, it is 13 on the record under the witness statement of 14 Daniel Jacobson. I think he filed a statement putting 15 on all the arbitrational and associated records, and 16 I think that's in that bundle. 17 Q. You referred to the affidavit of Mr Preston. 18 A. Yes. 19 Q. May Mr Palmer be shown E1/410 (C-410). 20 A. I think that's the affidavit that was filed in the 21 Supreme Court of Western Australia by the State, by 22 Mr Preston on behalf of the State. 23 Q. You see, Mr Palmer, at the top right-hand corner, it 24 refers to "ARB No 3 of 2013". 25 A. Ah, well
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16:35 1 Q. It was filed in the Supreme Court of Queensland, but you 2 accept it was 2013? 3 A. "In the Supreme Court of Western Australia held [in] 4 Perth", it says at the top. 5 Q. Yes. 6 A. Yes. So I was confused. This was an appeal, I think it 7 must be, from the first arbitral award, right? Or I'm 8 not sure. I think it might have been for a -- I think 9 the State went for a dismissal of the arbitration in the 10 first arbitration proceedings, right, and they filed 11 this in support of that. 12 So I apologise to Mr Donaghue for misleading him, 13 but that's the document I was considering. And I did 14 have that, of course, before 11 October 2018, as you can 15 see from the date. 16 Q. Mr Palmer, you were asked some questions about the 17 Rejoinder in this arbitration, paragraph 383. May I ask 18 that that be put up, please. (Pause) 19 I'm sorry, it's page 176 of that document. 20 DR KIRK: I think the document is at B/4, if that helps. 21 MR BYRNE: Sorry, paragraph 383, please. Thank you. 22 Mr Palmer, at approximately 12.57 pm in the 23 transcript (page 155), you were taken to this 24 paragraph 25 A. Mm-hm.
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16:37 1 Q. and you were asked a question whether it refers to 2 an ancillary purpose of the incorporation of Zeph as 3 being investment protection. 4 A. Yes. 5 Q. You denied that that paragraph says "ancillary purpose". 6 Now, if I could just ask you to read that paragraph 7 again, you'll see in the third line: 8 "Investment treaty coverage was ancillary." 9 A. Yes, I didn't mean to deny that it said that. I meant 10 to deny that that wasn't the case: it was a mistake. 11 Q. Now, the words that are used there are not "ancillary 12 purpose", you would agree? 13 A. It says "ancillary", yes. So it's not "ancillary 14 purpose", it was just ... there's no "purpose" there, 15 yes. 16 Q. Since your evidence is that investment treaty protection 17 was never part of the purpose of incorporation of 18 Zeph -- 19 DR DONAGHUE: Our friend shouldn't lead. 20 THE PRESIDENT: Can I maybe just ask the question myself. 21 The first sentence speaks of "the primary reasons 22 for the Restructuring". You see this, right? 23 A. Yes. 24 THE PRESIDENT: The second one speaks of "Investment treaty 25 coverage" that is "ancillary". So I read this like
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16:39 1 "ancillary" refers back to "reasons". 2 Now, I understood you before to say that is not the 3 case. Then what is "ancillary"? 4 A. Well -- 5 THE PRESIDENT: To what does it refer? 6 A. Yes, I understand your question and I sympathise with 7 that point of view. I don't want to deny what this 8 document says from looking at it, first of all. 9 THE PRESIDENT: No, I -- 10 A. I accept that. I just made the comment that I hadn't 11 seen personally, read that, before even though it's 12 on our side. Because I'm required to answer questions 13 honestly, that's what I did. 14 THE PRESIDENT: Did you read the Rejoinder before it was 15 filed or thereafter? 16 A. I had the Rejoinder, and I -- it was a very large 17 document: it's 300-odd pages. 18 THE PRESIDENT: Yes. 19 A. That was written mainly under distress during the 20 Olympics in Paris, with a number of people going to the 21 Olympics and cobbling it together. And we couldn't get 22 an extension of time. 23 So, you know, I have to accept what it says, right? 24 You know, we can't complain about that. But I just 25 said: from my perspective, that wasn't the reason at
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16:40 1 that time. So I was trying to accurate reflect 2 THE PRESIDENT: I think you've explained sufficiently, 3 thank you. 4 Would you wish to carry on? 5 MR BYRNE: Thank you, Madam President. Just one final 6 question. 7 Can Mr Palmer please be shown D1/10/3 (expert report 8 of Mr Dunning), please. (Pause) And just page 3 of that 9 document, please. 10 Mr Palmer, you were taken to some aspects of this 11 report. But can I direct your attention to paragraph 4 12 of that report. 13 A. Yes, I read that. And that was my understanding at the 14 time, concurs with that. I understand that Mr Donaghue 15 has a different view. 16 MR BYRNE: Thank you, that's the re-examination. 17 THE PRESIDENT: Thank you. 18 I don't think we have provided for 19 re-cross-examination. But what I would suggest is that 20 the Tribunal asks its questions now, and if there are 21 any follow-up questions they could be asked later. 22 Any questions for Mr Palmer on your side? Do you 23 have any? 24 MR KIRTLEY: Maybe just a very brief factual 25 THE PRESIDENT: Yes, sure. Sure.
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16:42 1 (4.42 pm) 2 Questions from THE TRIBUNAL 3 MR KIRTLEY: Good afternoon, Mr Palmer. 4 Now, Madam Presiding Arbitrator has already touched 5 on this, but can we bring up Exhibit R-134. It should 6 be E2/134. This is the letter that you were shown 7 earlier. 8 A. Yes, I have it here. 9 MR KIRTLEY: It's dated 30 November 2018, writing to 10 Mr Mark McGowan. 11 A. Yes. 12 MR KIRTLEY: And you say: 13 "In the media and there have been reports that you 14 may be considering altering the IOPAA to allow a Chinese 15 company CITIC more tailing space ..." 16 Just to understand, what exactly were the threats 17 with respect to the Iron Ore Processing Act at that 18 time? What information were you hearing 19 A. Well, there was no, like see, the normal procedure of 20 amending the State Agreement, which we had done before 21 in 2008, was the State would normally put a proposal to 22 the Crown Law, we would consider it, we would come back 23 with our suggestions, and that would normally be agreed 24 and that would be entered through Parliament. That had 25 happened when we amended the Act in 2008.
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16:43 1 The Premier was in a different political party than 2 myself, we were political opponents, I think, and 3 we didn't have a high regard for each other. The 4 Premier had said what he said in Parliament, and you saw 5 that from Mr Donaghue: he put up a slide, I think, where 6 the Premier had said that and the opposition leader had 7 said he would assist them. I interpreted that at the 8 time as being done to try to put pressure on me to agree 9 an agreement with CITIC. 10 Now, we had written to the Premier and we'd asked, 11 and we never had a proposal at all from the State to 12 amend the State Agreement. So we didn't know what we 13 were talking about; we could only assume that from what 14 CITIC said. 15 Subsequent to all of this, not preceding, CITIC 16 commenced legal proceedings against us in the Supreme 17 Court of Western Australia, where it was very specific 18 what land they wanted, and one of the things they wanted 19 was land for free. And the judgment I think is on the 20 record, I referred to it earlier, which we were 21 successful in winning that judgment. And the comments 22 that were made by His Justice were that they would have 23 to pay us about $750 million was a reasonable amount 24 for what they wanted to have for free. So that was the 25 dispute.
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16:45 1 But my activity was very -- and the Premier's 2 activity was very boisterous against each other, 3 I guess, you know: very male sort of dominated 4 boisterous two bulls hitting their heads together, and 5 that was played out in the press. The press was very 6 anti-me and close in with the Government in 7 Western Australia. 8 And our company went through a very torrid time, 9 because if you're having a public dispute, it has 10 an impact on your employees and managers: they all feel 11 their jobs are threatened, they don't know what's 12 happening. And that's why I had to call the Premier's 13 bluff and say, "Go ahead; if you want, we'll get stuck 14 into you". 15 And we agreed to -- in the critical letter, which is 16 not the ones that we've had a good look at, I think it 17 was a seven- or eight-page letter, we detailed all the 18 possible nasty things we could do to him, including 19 going to Federal Parliament dealing with we put 20 everything in there, and then that stopped the dispute 21 in its tracks. 22 And I can only assume the Premier must have met with 23 the Chinese and told them that he wasn't going to do 24 anything, because the Chinese then commenced a legal 25 proceeding, and then that went forward in the Supreme
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16:46 1 Court and that was all we ever heard of it. 2 There was never a dispute between us and the 3 Commonwealth because -- I'm sorry, us and the State of 4 Western Australia, because nothing had been done. 5 There'd been just arguments at each other. 6 So I never thought anything would be done about the 7 State Agreement because they'd been there for 70 years 8 untouched. And if you look at Premier Barnett's paper, 9 the assurances he gives international investors and 10 others, there never will be. And that was a consensus 11 view of members on all sides of Parliament, I think. 12 So when he was saying all this, I thought he was 13 just bluffing. When he didn't do anything, I thought 14 our letters was very effective: they gave us 15 an incentive at any time to rub his nose in the salt. 16 And we got the award. That was first time that we could 17 actually pay -- knew we had a shot at getting damages. 18 We were quite surprised: it was 27 billion or so that 19 the State's expert had been in now we know it's 2013, 20 so we had to take it very seriously. So I got stuck 21 into him again. 22 But I had no ... I could not I still don't 23 believe we had the Amend[ment] Act -- something like 24 that would ever happen. And I know that the Respondent 25 agrees that that wasn't foreseeable. And I don't think
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16:47 1 it could be foreseeable if you read the Act in the 2 western world. Nothing like that has ever happened 3 before. 4 MR KIRTLEY: Okay, thank you. That answers my question. 5 THE PRESIDENT: Mr Palmer, you are a successful, experienced 6 businessman. You even had, among various honours, the 7 Entrepreneur of the Decade award. I imagine that when 8 you make investments in a business, you would have 9 a strategy, you would have a business plan, you would 10 conduct due diligence. 11 And somehow, looking at your Singapore investments 12 into engineering companies that are now liquidated into 13 cleaning businesses that are far away from your very 14 successful operations otherwise, I don't see the 15 strategy, I don't see what the vision is there. 16 A. Sure. Can I explain that? 17 THE PRESIDENT: Yes, please. 18 A. In my younger days, I worked very hard, did a lot of due 19 diligence work on everything I did. But I formed the 20 view, probably 20-25 years ago, that you can only sleep 21 in one bed, eat one meal and be married to one woman if 22 you're a smart guy, and that there's no point wasting 23 your at that stage I might have had million of 24 dollars of assets and stuff, but I worked myself like 25 a dog.
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16:49 1 So after that, I thought I would only do business if 2 it was fun, and there was no use of having the money if 3 you couldn't really enjoy it. And as time went by, 4 I made more and more decisions on my own, which 5 I enjoyed more because I had more freedom. 6 When you tend to have a lot of things, they can 7 become burdens because you have to look after them and 8 you lose -- like John Lennon said, your life is 9 something that happens when you're doing something else. 10 So it was sort of like that. And I thought -- when 11 I was about 50, I thought, "Well, I've got to stop this 12 or I'll be dead". And I did. 13 And my work became a lot sloppier, and I probably 14 lost a lot of money that I could have otherwise made. 15 But I still had plenty of money anyway, so that wasn't 16 a shortage of money. And I was more interested in the 17 search for happiness, until we had this arbitration. 18 But I had to pull on my old self and get down to 19 looking at the evidence, because I think the rule of law 20 is important. And that's what we see: ourself and the 21 rule of law under challenge. And I've had a long career 22 in the World Leadership Alliance and other places 23 defending the rule of law in a democracy, which 24 I believe in. So I was personally motivated to get 25 actively involved in this, because I thought it's
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16:50 1 something worthwhile to defend. 2 THE PRESIDENT: Now we'll go to things that may be less 3 philosophical about life -- 4 A. Sorry about that! 5 THE PRESIDENT: and time passing. But if I look at 6 Professor Lys's first report, there are a few questions 7 I've asked myself. 8 Can someone please pull up on the screen the first 9 report of Professor Lys. And I don't have the Opus 10 reference, but I'm sure someone can help me. 11 Paragraph 39. Can counsel tell the technician? 12 Thank you. That's it. 13 Professor Lys -- you have said you have not read his 14 reports, so I'm -- 15 A. I can certainly look at it now. 16 THE PRESIDENT: Yes, I can see that. 17 A. Is it 39? 18 THE PRESIDENT: He is insisting very much on there being 19 kind of a reversal of the hierarchies, or a reversal, 20 I would call it more, of the roles of the company: the 21 one that really have the activities and the revenues and 22 the assets being the subsidiary. So he puts it in 23 paragraph 39 with more specifics. 24 And I was asking myself what you thought about that, 25 because it is true that Mineralogy is nothing to compare
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16:52 1 in terms of income and assets. 2 A. Well, that's certainly true. But I think there is 3 a misapprehension here, and I thank you for giving me 4 the chance to correct it, because it can be confusing 5 looking at all these documents and reports and things. 6 But what actually happened was that -- 7 THE PRESIDENT: We are used to many reports and papers! 8 A. Yes, but what actually happened was: MIL, in 9 New Zealand, owned the shares in Mineralogy. 10 THE PRESIDENT: Yes. 11 A. And MIL did a takeover with the Claimant. It wasn't the 12 other way round: that had already happened. So this is 13 a transaction between two foreign companies one from 14 New Zealand, one from Singapore -- that did the share 15 swap. 16 So really the question about contribution, if you 17 like, to Australia, they had the benefit of the original 18 contribution and the original risk that was undertaken 19 with Mineralogy when I first incorporated it. And 20 I think that that's been recognised in decisions of 21 arbitrational tribunals: that there's an inherent 22 inherited contribution and risk to the home state from 23 the sale of that investment. 24 Why I didn't think it was relevant to this Tribunal 25 was because it dealt with a transaction between two
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16:54 1 foreign companies, which there's no question that they 2 weren't doing a primary investment into Australia; they 3 were making an investment in Australia by the 4 acquisition of an Australian asset. So that's why 5 I don't see those two [as] relevant. 6 It is true what Professor Lys says here about 7 "Zeph's revenue never exceeded 1.4% of Mineralogy'[s]". 8 That's true, I realise that. But I would say there are 9 other ventures that we have nothing to do with that are 10 also very similar. 11 But I'd also say that, over the years, Zeph has 12 given us more pleasure than maybe the 99% of revenue we 13 get from Mineralogy. 14 So it's just a question of how you look at it. 15 THE PRESIDENT: And you just mentioned risk, and that was my 16 next question. 17 A. Sure. 18 THE PRESIDENT: As a businessman, you are very familiar with 19 assessing risks, I suppose. You know that any 20 investment does carry risk? 21 A. Sure. 22 THE PRESIDENT: What was the risk here for Zeph through the 23 share swap? 24 A. Well, it's got -- well, at the time of -- I'm just 25 trying to think. At the time of the share swap, for
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16:55 1 example, Mineralogy's main revenue had not yet been 2 determined in the High Court of Australia. If you'll 3 recall, there was an action in royalty B where we had 4 a judgment; it then went to the Court of Appeal, then 5 that knocked over. And at this particular time of 6 restructure, all of that had been pushed up to the 7 High Court of Australia, which decided in 2020 by not 8 giving leave to the Chinese party. 9 But at the time in 2019, there were considerable 10 risks because a lot of money had been paid into 11 Mineralogy, some of it had been spent, and there was 12 a counterclaim against us that, if the High Court had 13 gone the other way, a substantial risk that Mineralogy 14 would have been wiped out, and any investment would have 15 been lost. 16 So that was 17 THE PRESIDENT: But that investment was bought by a swap, 18 share against share. So what exactly was put 19 A. Well, it would have had 20 THE PRESIDENT: in jeopardy is unclear to me. 21 A. Well, what was in jeopardy was the value of the Zeph 22 shares if the Mineralogy investment had've been zero, 23 which it could have been, it would have [meant] that 24 they would have also been zero, they would have lost 25 their assets and lost their funding. And all that Zeph
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16:57 1 left would be left with would have been the cleaning 2 business and Visco, at that stage. 3 THE PRESIDENT: But the Mineralogy shares in the share swap 4 were valued at face value, and that gives those about 5 6 million at $1 per share. And that was, I suppose, 6 much less than the actual value of the shares. So there 7 was some margin before 8 A. Well, there could be, but 9 THE PRESIDENT: -- you went below the 6 million. Or do 10 I misunderstand? 11 A. Yes, well, a share swap really we think has got 12 an equivalent value. That's how we deal with it in the 13 commercial world, and that's how the Government deals 14 with it in taxation. 15 THE PRESIDENT: That's what you explained before. That's 16 clear. 17 A. That's what they say. 18 THE PRESIDENT: But the economic reality was different, was 19 it not? 20 A. No, it becomes different I think when you have 21 a different risk profile. In just buying shares even 22 for a dollar, if you want to put it that way, shares 23 come with inherent risk: risk of what they're ... 24 THE PRESIDENT: Of losing the dollar? 25 A. Of losing the dollar, but also losing -- part of it is
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16:58 1 rights and obligations that you have in shares; they're 2 dealt with in the constitution of the companies. There 3 are also particular laws which can be punitive against 4 you in different jurisdictions. So to get to the proper 5 final analysis, you'd have to look at that. 6 But the inherent -- like, for example, in Singapore, 7 there's no tax payable to a Singapore resident on 8 a dividend from Mineralogy; that's a frank dividend 9 coming out from Australia. Whereas that wouldn't be the 10 case if Zeph was an Australian company: they'd be paying 11 24% dividend on that. 12 And likewise, if I was a resident, I wouldn't be 13 paying any dividend from Zeph to me, et cetera. So it 14 goes -- it's a more complex picture than just looking at 15 $1 here and $1 there. 16 THE PRESIDENT: That's what you already told me when I asked 17 before. 18 A. I'm sorry -- 19 THE PRESIDENT: Yes, I got this one, absolutely. 20 A. I'm sorry, I apologise. I'm just answering it how I see 21 it, sort of thing. 22 THE PRESIDENT: Shortly before the restructure, you 23 terminated your long-standing auditors, E&Y, to replace 24 them with a much smaller Australian firm. And I've 25 asked myself: what was this coincidence in time?
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16:59 1 A. Well, the reason for that was they weren't -- E&Y was 2 auditors of one of our companies called Queensland 3 Nickel, which is a separate company. And one of their 4 audit reports -- they did a revaluation on an asset for 5 an audit report, and subsequently the price of nickel 6 crashed by about 150% and that company went into 7 liquidation. 8 And I wasn't satisfied with the quality of the audit 9 report. I think the directors should have been brought 10 to their attention earlier. So we changed audit firms; 11 not just for that company, but for the whole group. 12 THE PRESIDENT: I'm looking through your statements to see 13 where else I had noted questions that have not been 14 asked. 15 A. Sure. 16 THE PRESIDENT: Because throughout the day you have been 17 asked many questions, so a good number of them are 18 answered. 19 A. Good. 20 THE PRESIDENT: If you look at your witness statement 21 number 5, paragraph 49, you have been asked quite 22 a number of questions about the timing of your decision 23 and how the decision to create a company in Singapore 24 came up. 25 Can we have witness statement number 5 of Mr Palmer.
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17:01 1 Here it is, yes. 2 So the story starts, if I understand your narrative, 3 in September 2008. 4 A. Yes. 5 THE PRESIDENT: And that is this meeting that we have 6 discussed with UBS and Macquarie and Linklaters and 7 others. And that's about an IPO in Hong Kong? 8 A. Yes, that's correct. 9 THE PRESIDENT: And then we jump ten years forward to 10 2018 -- 11 A. Can I just say that that meeting in 2008, all that's 12 meant to show is that that's when I participated in 13 a discussion when it was suggested to me that we should 14 have a company in Singapore if we wanted to raise debt 15 finance. That's all that happened at that meeting 16 that's in any way relevant. 17 THE PRESIDENT: Yes, that I understand. But then nothing 18 happens until June 19 A. Well, this wasn't for restructuring. This had nothing 20 to do with restructuring. 21 THE PRESIDENT: Yes. 22 A. So there was no decision to restructure. 23 THE PRESIDENT: It's just the idea came up then? 24 A. I had a meeting, people told us that, that's it. So we 25 weren't expecting to do anything.
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17:02 1 THE PRESIDENT: And then there's a ... 2 A. And can I just add -- 3 THE PRESIDENT: And then you take the decision in 4 June 2018 5 A. Can I just -- 6 THE PRESIDENT: That's when you said that you made the 7 decision yourself? Or do I understand? 8 A. That's for the restructuring. But in between that time, 9 about 2016, we set up three Singapore companies, which 10 financed three separate ships in Singapore. 11 THE PRESIDENT: That's where you said that there was 12 a synergy with the shipping company -- I mean with the 13 marine engineering 14 A. Yes. This is for our Queensland Nickel, another group. 15 And of course it worked like a charm to raise the money 16 with the Singapore companies there; it was very smooth. 17 I just saw that as a confirmation of what I'd been told 18 earlier. That's as far as I went. 19 THE PRESIDENT: And then nothing happens for seven months? 20 A. This is after -- 21 THE PRESIDENT: And then suddenly there seems to be a rush 22 late 2018: first New Zealand, then Singapore. And early 23 2019, then you incorporate. 24 I somehow have difficulties understanding the 25 sequence.
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17:04 1 A. Well, the New Zealand operations were totally separate, 2 which were developing at the same time. 3 THE PRESIDENT: That's the Christchurch industrial park, 4 yes. 5 A. Yes, and also lithium. And that was just happening in 6 the company. And that came to a head because of the 7 industrial park that we were looking at: there was 8 another buyer and we had to move quickly on that one, to 9 get that established. 10 Subsequent to that, I was at the same time toying 11 with -- we'd already incorporated two companies, 12 I think, about November, sometime in November: two 13 subsidiary companies in Singapore that were owned by me. 14 And then I decided in -- I don't know if it was late 15 December or early January, I can't remember, I decided 16 I'd go with a three-tiered structure, and the easiest 17 way to do that was to have it in New Zealand because 18 that was an existing company. We had a manager there; 19 we carried out detailed operations. In my first witness 20 statement, I list all the mining tenements that we've 21 got from the Government in New Zealand that we're 22 working on. And that's in addition to the to that. 23 We had a company manager in an office in Auckland 24 that carried out operations, and Minters still stayed as 25 our accountants. So New Zealand was operational in its
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17:05 1 own right. And that's how we used New Zealand then 2 to -- I think they did a share swap with my companies 3 that owned Mineralogy. And then New Zealand 4 subsequently swapped that to Singapore. 5 And that put all of the revenue that we got from 6 royalty B into a Singapore company, so if we approached 7 banks, we could tell them, "We've got 700 -- 8 $600 million a year of cash coming to this company that 9 we want to utilise to borrow against". 10 So that was the general plan. 11 THE PRESIDENT: I'm just checking, but I don't think I have 12 any further questions that have not been asked. So that 13 ends your examination, unless there is any follow-up 14 questions by my colleagues or by the parties. This 15 should be follow-up questions on the Tribunal's 16 questions, if there are any. 17 On the Respondent's side? 18 DR DONAGHUE: May I ask one question? 19 THE PRESIDENT: Yes. 20 (5.06 pm) 21 Further cross-examination by DR DONAGHUE 22 Q. Can Mr Palmer be shown another part of his Rejoinder, so 23 that's B/4. I think the relevant page is around 117, 24 but I'm looking for paragraph 380. (Pause) 25 Mr Palmer, you can see there -- this is in the
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17:07 1 Rejoinder: 2 "If ... the specific dispute was foreseeable at the 3 time of the corporate restructuring, there is 4 an opportunity for the Claimant to illustrate that the 5 restructure was not an abuse because treaty coverage to 6 that specific dispute was an ancillary purpose of the 7 restructuring." 8 I think a point was being made in your re-direct 9 examination that over the page, in 383, which was the 10 paragraph I put to you, it had just said, "Investment 11 treaty coverage was ancillary", without the word 12 "purpose". But you can see in 380 that that distinction 13 is not being drawn. 14 So I just ask you again to confirm that the 15 Claimant's Rejoinder does accept that -- 16 A. Well, I think I can confirm to you that the Claimant's 17 Rejoinder does say what it says. I don't want to 18 dispute that with you. But I still make the statement 19 that "ancillary" wasn't something that I picked up on my 20 read of it in Paris, when I read it, so it wasn't -- 21 I don't think it's correct. 22 Q. Alright. You accept, of course, that you signed this 23 Rejoinder on its last page? 24 A. I do accept that, and I don't resile from that. 25 DR KIRK: Could I just at this stage perhaps put a marker on
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17:08 1 the record that obviously these are legal submissions 2 that are being made here in the Rejoinder, and Mr Palmer 3 is obviously answering these questions as a factual 4 witness, and I'm not sure he can necessarily comment on 5 the legal submissions. 6 THE PRESIDENT: No, he can we don't understand this as 7 a legal answer, because you are here as a fact witness. 8 Let me just summarise what I understood from your 9 answers before, and I think that could close this matter 10 for now. 11 You recognise that it is written in the Rejoinder of 12 the Claimant that treaty protection was an ancillary 13 purpose of the restructuring; you recognise that you 14 have signed the Rejoinder; but you do consider that this 15 is an incorrect statement because it was not 16 an ancillary purpose, in your view. 17 A. That's right. 18 THE PRESIDENT: Is this a correct 19 A. I recognise it was a mistake from my view. That's what 20 Ι... 21 THE PRESIDENT: That I could have added as well. But was my 22 summary a correct summary of what you are saying? 23 A. It is what I'm saying, yes. 24 THE PRESIDENT: Thank you. 25 A. Is that okay?
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17:10 1 DR DONAGHUE: Nothing further. 2 THE PRESIDENT: Nothing further. Anyone from the Claimant? 3 No. 4 Then we eventually get to the end of your 5 examination. Thank you very much for your help. 6 MR PALMER: Thank you very much. And thank you to the 7 Respondent for the examination. Thank you for that. 8 THE PRESIDENT: Thank you. 9 So now the next thing on the agenda is to hear 10 Mr Birkett. Let's just take ten minutes just to get 11 organised, and then we'll start at 5.20 with Mr Birkett. 12 (5.11 pm) 13 (A short break) 14 (5.19 pm) 15 MR SCOTT BIRKETT (called) 16 THE PRESIDENT: We can start. It's almost 20 past. 17 I'm always waiting because of the remote viewers. 18 Good afternoon, sir. You've been with us now for 19 some time. Can you please confirm to us that you are 20 Scott Birkett? 21 MR BIRKETT: That's correct. 22 THE PRESIDENT: You are a BDO corporate finance partner? 23 MR BIRKETT: That is correct. 24 THE PRESIDENT: You have provided two expert reports in this 25 arbitration: the first one was 14 February 2024, and the
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17:20 1 second one is 2 August 2024 as well. 2 MR BIRKETT: That is correct. 3 THE PRESIDENT: Is that right? Do you have them there? 4 MR BIRKETT: I do, thank you. 5 THE PRESIDENT: Good. 6 You are heard as an expert. As an expert, you are 7 under a duty to make only statements in accordance with 8 your sincere belief. Can I ask you to read the expert 9 declaration into the record. 10 MR BIRKETT: I solemnly declare upon my honour and 11 conscience that my statement will be in accordance with 12 my sincere belief. 13 THE PRESIDENT: Thank you. 14 So I understand that you do not have a presentation. 15 That is confirmed by counsel? 16 MR PALMER: Yes. 17 THE PRESIDENT: Yes. Are you intending to ask direct 18 questions or are we going directly into 19 cross-examination? 20 MR PALMER: I think directly into cross-examination. 21 THE PRESIDENT: Your microphone is not on, but I heard you. 22 Fine. So then I turn to Respondent for questions to 23 Mr Birkett. 24 DR HART: Madam President, thank you. I'll be asking the 25 questions of Mr Birkett today.
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17:21 1 THE PRESIDENT: Sure. 2 (5.21 pm) 3 Cross-examination by DR HART 4 Q. Mr Birkett, good afternoon. 5 A. Good afternoon. 6 Q. I understand you have your first report in front of you. 7 Could you please turn to page 3 of that report. That's 8 bundle D1, tab 7, page 6. And I'm looking at 9 paragraph 1.11. 10 A. Yes. 11 Q. There you say: 12 "In preparing this Report, I have referred to, 13 considered, and relied upon various sources of 14 documentation. All documentation referred to has been 15 referenced in this Report." 16 In this, your first report, you refer to the 17 consolidated financial reports of Mineralogy Propriety 18 Limited for the 2019 and 2020 financial years; that's 19 right, isn't it? 20 A. That's correct. 21 Q. And that's all the documents that you refer to in this 22 first report? 23 A. I believe so; and maybe my instructions. 24 Q. Yes, that's right, those were also the only documents 25 referred to in your instructions.
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17:22 1 So just to confirm, you agree that you did not refer 2 to any documents which are authored by Zeph, the 3 Claimant? 4 A. I don't believe so. 5 Q. Thank you. 6 Now, turning to your second report this is D1, 7 tab 8, page 6; this is page 3 of your second report 8 I am referring to the equivalent paragraph 1.11. Again, 9 here you state: 10 "All documentation referred to has been referenced 11 in this Supplementary Report." 12 A. I believe so. 13 Q. And in this report, you refer to the supplementary 14 report of Professor Lys? 15 A. Yes. 16 Q. And you briefly refer to the expert report of 17 George Rogers, don't you? 18 A. Yes. 19 Q. And I'll show you very quickly on the next page SO 20 this is page 7 in the same tab on Opus at 21 paragraph 2.7.2.1, you refer to the financial statements 22 of Mineralogy for 2019, which was a document you'd 23 referred to in your previous report; is that right? 24 A. Yes. 25 Q. And in this supplementary report, you don't refer to any
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17:23 1 other documents, do you? 2 A. I don't believe so. 3 Q. Once again, therefore, you agree that you do not refer 4 to any documents authored by Zeph? 5 A. I don't believe so. 6 Q. And this means that you don't rely on any such documents 7 in giving your expert opinion? 8 A. I don't believe so. 9 Q. Thank you. 10 So staying in the second report, and indeed on the 11 same page but a little higher up, looking at 12 paragraph 2.5 -- do you have that, Mr Birkett? 13 A. Sorry, can you repeat that? 14 Q. Paragraph 2.5 on 15 A. I do. 16 Q. that same page. Thank you. You say: 17 "... Zeph, as the 100% shareholder in Mineralogy, 18 has the ability to control all appointments to the board 19 of Mineralogy. On this basis, if Zeph did not want to 20 continue to keep some portion of retained earnings 21 invested in Mineralogy, it could have sought for 22 dividends to be paid through seeking that the current 23 directors of Mineralogy do so or by appointing new 24 directors to do so..." 25 That's the wording of your report, isn't it?
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17:24 1 A. That is correct. 2 Q. So to confirm my understanding, your view is that if 3 Zeph wanted dividends to be paid to it, it could seek to 4 achieve that either by influencing the current directors 5 of Mineralogy or by appointing new directors; is that 6 right? 7 A. That would be the ordinary course, yes. 8 Q. Thank you. 9 And I'll just take you to the expert report of 10 Mr Peter Dunning KC. This is at bundle D1, tab 10, 11 page 1. Just while it's being pulled up, this was 12 a report that was filed by the Claimant in these 13 proceedings. I'll take you to page 2 on the Opus 14 platform and I'll show you paragraph 2. 15 Mr Dunning says: 16 "I have practiced as a barrister since 1992 and was 17 appointed as Senior Counsel in 2005. From 2014-2019 18 I was the Solicitor-General for Queensland." 19 That's just to show you his legal qualifications. 20 Turning to page 6 in the same tab on Opus, please. 21 At paragraph 7 on that page, in this paragraph 22 Mr Dunning is referring to the process by which 23 a dividend may be declared by Mineralogy. As you can 24 read, he says: 25 "Part 31 of the Mineralogy Constitution applies to
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17:26 1 dividends and reserves. Consistent with the Act ..." 2 That's a reference to the Australian 3 Corporations Act: 4 "... it is the directors of Mineralogy that must 5 recommend payment of a dividend, and its amount. Only 6 then, may Mineralogy in general meeting declare 7 a dividend not exceeding the amount recommended by the 8 directors." 9 I take it you don't disagree with this proposition 10 stated by Mr Dunning? 11 A. I don't disagree. 12 Q. So based on that, you presumably agree that 13 a distribution of dividends requires the agreement of 14 the Mineralogy directors? 15 A. I would agree with that. 16 Q. Thank you. 17 Now, going back to paragraph 2.5 of your report, you 18 say that Zeph could have directed the existing directors 19 not to pay or indeed to pay a dividend: it could have 20 directed the directors one way or the other. You're not 21 aware of any evidence of Zeph having given such 22 a direction, are you? 23 A. I am not. 24 Q. You say also that Zeph could have appointed new 25 directors as a means of controlling the distribution of
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17:27 1 dividends. Do you agree that you do not point to any 2 evidence that Zeph ever considered that? 3 A. I do not. 4 Q. Do you agree that your report makes no reference to any 5 evidence that Zeph turned its mind to returning or 6 forgoing dividends at all? 7 A. I do not point to any evidence. 8 Q. Thank you. 9 So looking at paragraph 2.6 of the report -- this is 10 at bundle D1, tab 8, page 7. (Pause) 11 I'll just let you read that paragraph to yourself. 12 (Pause) 13 A. Yes. 14 Q. Following on from the answers that you just gave me, you 15 agree, don't you, that you don't point to any evidence 16 of what you call a "deliberate act" by Zeph of not 17 seeking the payout of earnings that Mineralogy retained? 18 A. Well, I guess the fact that they didn't do it means that 19 they must have deliberately not done it. 20 Q. I understand the point, that you're saying they didn't 21 do it. But my question is about Zeph having turned its 22 mind to this question of dividends. And you've already 23 confirmed that you don't have any evidence of whether 24 it turned its mind to that question or not? 25 A. That's the case.
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17:29 1 Q. So you say that they didn't do it. But it's possible 2 that they simply didn't turn their mind to it, isn't it, 3 because you have no evidence that they did turn their 4 mind to it? 5 A. I guess that is possible. 6 Q. So turning over the page, looking at paragraph 2.9, just 7 looking at the last two lines there. I'll just let you 8 read it to yourself again, starting with the words "the 9 substance". I think if you just read the last two lines 10 to yourself. 11 A. Yes. 12 Q. You refer to a "conscious investment decision", 13 don't you? 14 A. I do. 15 Q. But it follows from the answers that you just gave me 16 that you don't have any evidence of Zeph having made 17 a "conscious investment decision", do you? 18 A. Well, I would suggest the act of not doing something 19 does not mean it's not conscious. But I don't have 20 explicit evidence. 21 Q. Thank you, Mr Birkett. 22 At paragraph 2.9, so again looking at that same 23 paragraph, you say that Mineralogy retaining its 24 earnings was, in substance, an investment by Zeph, 25 don't you?
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17:30 1 A. I do. 2 Q. Your argument, as I understand it, is that for these 3 purposes, one should not be looking at the fact that 4 Mineralogy and Zeph are separate legal entities, and one 5 should instead focus on who has real control of 6 Mineralogy. Is that a fair representation of your 7 argument? 8 A. I think that is. 9 Q. Are you aware that Mineralogy International Limited 10 this is a New Zealand incorporated company; we've been 11 referring to it as "MIL" throughout these proceedings 12 are you aware that MIL owns all the shares in Zeph, 13 the Claimant? 14 A. I believe that to be the case, but I haven't looked at 15 MIL as part of my work. 16 Q. I accept that. Will you take it from me that that is 17 the case? 18 A. I'll take it on your word. 19 Q. Thank you. And taking me on my word at that, do you 20 agree that MIL therefore controls Zeph? 21 A. Yes. 22 Q. And are you aware that all the shares in MIL are owned 23 by Mr Palmer and two companies called Closeridge 24 Proprietary Limited and River Crescent Proprietary 25 Limited? Are you aware of that?
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17:31 1 A. I'll take your word on that again. 2 Q. I appreciate that. And in turn, Mr Palmer owns those 3 two companies which I just mentioned, Closeridge and 4 River Crescent? 5 A. I'll take your word on that. 6 Q. And taking me at my word, would you agree that Mr Palmer 7 controls MIL? 8 A. It sounds like he does. 9 Q. At around 3.10 today (page 218), you were in the room 10 listening to Mr Palmer's evidence. He said -- and 11 I apologise if this isn't a direct quote, but I've done 12 my best on the transcript as we have it: 13 "As private company, I find that the reality [of] 14 how it operates is ... whatever I say goes, as 15
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AANZFTA 122:20 abandon 89:4 abbreviation 70:17 ability 25:1 282:18 able 11:15 23:10 above 54:22 209:6 abroad 100:3,5 absent 229:13 absolutely 160:11 abstract 167:25 abuse 276:5 295:23,24 abusive 295:9 AC 137:1 143:24 academic 38:22 120:6 accept 54:14 65:10 accepted 15:19 38:16 accepting 165:1 accepts 184:17 access 9:16 27:9,19 accessibility 212:25 accessible 58:21 accolade 101:4 accommodated 194:3 accommodation 88:24 accord 232:10 accordance 279:7,11 accorded 35:15 account 8:9 9:10 accountability 77:21 accountable 42:8 |
accountants 252:23 accounting 10:2 59:9 accounts 36:16 37:11 accurate 170:3 258:1 accusing 123:19 achievable 32:11 achieve 86:10 218:23 achieved 42:24 acknowledge 187:19 acquiescence 297:3 acquire 35:16 36:20 acquired 36:21 73:8 acquiring 111:22 acquisition 111:25 ACRA 162:18 across 21:10 45:2 act 15:20 18:20 19:11 acted 117:20 201:12 acting 218:17 226:2,9 action 100:19 124:12 actions 100:23 114:10 active 45:8 57:5 101:1 actively 89:3 91:2 activities 106:13 183:7 activity 68:25 105:16 acts 23:10 236:18 actual 4:21 139:17 actually 21:13 22:21 acumen 199:5 Adam 22:19,20 Adani 9:21 21:4 53:3 add 129:14 211:5 added 277:21 addition 193:11 additional 6:11 9:24 address 293:5 297:20 addressed 79:2,6 addressing 299:24 |
add-on 295:10 Adelaide 26:15 adequately 298:19 adjourned 160:22 administrative 2:10 administrator 2:7 admission 15:19 64:18 admissions 16:25 admitted 186:5 201:8 adopt 247:1 adopted 13:10 ads 109:15 advance 25:19 advanced 89:17 advantage 95:11,14 advantages 34:17 adverse 78:18 98:13 advertisement 180:21 advice 8:10 12:14,23 advise 144:21 advised 8:16 9:2 10:25 advising 71:11 advisor 2:11 27:1 32:4 advisors 29:8 68:24 advisory 27:20 affairs 3:2 66:25 affect 145:1 291:14 affected 230:2 affecting 22:13 174:9 affidavit 254:17,20 afford 168:19,22 African 52:15 after 8:12 13:2,4 afternoon 259:3 after-tax 198:24 again 6:21 49:5,7 against 11:23 12:5 age 84:4 89:18 102:22 agencies 62:15 63:17 agenda 68:5 233:23 agendas 9:6 agents 109:11 251:3 agitate 291:25 ago 19:24 29:7 30:2 agreed 140:7 153:1 agreeing 116:20 agreement 115:13,23 agreements 115:7 agrees 262:25 293:10 Ah 52:13 254:25 ahead 27:22 28:2 Alexander 72:23 align 202:2 Allen 250:21,23 Alliance 264:22 allocated 50:3 allow 96:10 113:12 allowed 87:16 102:13 almost 145:15 174:20 along 1:19 212:2 Alphabet 101:12 already 10:22 28:14 alright 4:1,20,25 5:23 alter 115:24 116:21 altered 116:12,13 |
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apparently 292:1 appeal 12:4 39:16 appealed 90:9 appealing 75:11 appeals 11:23 39:23 appear 36:12 118:16 appearance 178:25 APPEARANCES 2:1 appeared 1:21 17:25 appears 35:4 115:15 appetite 51:23 applications 39:24 applied 113:23 applies 96:21 227:4 apply 297:5 applying 229:22 appoint 218:22 appointed 72:17,19 appointing 282:23 appointments 39:25 appreciate 104:14 appreciated 298:15 approach 34:12 40:23 approached 59:21 approaching 55:2 appropriate 68:25 approval 50:2 70:11 approve 231:7 232:21 approved 182:1 217:2 approves 241:11 approving 233:4 approximately 211:19 April 174:10 ARB 254:24 arbitral 142:4,11,16 arbitration 1:1,1,4,22 arbitrational 254:15 arbitrations 152:5 arbitrator 60:6 arbitrators 243:25 area 106:2 109:15 areas 50:3 169:25 arguably 296:1 arguing 201:10 argument 140:25 arguments 262:5 arisen 100:9 arises 295:7 arm 230:12,13 arose 183:23 around 45:7 62:15 arranged 53:11 arrangement 63:7 arrangements 200:9 arranger 28:1,1 63:12 arrangers 39:25 62:13 arranging 43:11,16 arrives 88:13 article 9:20,21 47:22 articles 218:21 Asia 44:9 48:19 51:12 Asian 51:6 aside 61:19 237:4 asked 36:15 52:18 asking 7:23 43:3 52:17 asks 258:20 aspect 76:15 97:18,24 aspects 7:1,11 108:16 assemble 68:24 assert 86:17 122:2,7 asserts 106:8 assess 293:7 assessing 267:19 assessment 24:25 asset 203:7 208:4,5 assets 55:4 108:22 assist 19:15 20:9 47:5 assistance 221:7 assistant 1:21 2:10,11 assisted 54:13 293:25 assisting 2:4,5,5,6,6,7 Associate 95:8 96:8,11 associated 70:4 association 218:22 assume 37:6 160:6 assumes 97:18 |
assumption 40:20,22 assumptions 294:6 assurances 262:9 assured 62:21 attached 82:1,23 attack 46:23,24 168:3 attacked 149:7 attacking 126:1 attempt 169:1 179:3 attend 238:1 attendees 68:8 attention 5:8 9:25 Attorney-General attractive 85:16 attributing 159:16 Auckland 250:25 AUD 214:5,6,6 audit 191:22,23,24 audited 166:14 169:15 auditor 191:20,21,25 auditors 232:17,18 August 11:3,6 14:1 Australasian 70:8 Australia 1:17 2:17 |
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become 14:3 21:11 becomes 79:19 128:12 becoming 102:15 bed 263:21 before 1:10 1:7 10:13 began 174:6,8 behalf 190:10 223:12 behaviour 115:1 behind 58:1 61:7 being 6:4 9:19 17:21 belief 279:8,12 believe 21:16 88:16 believed 32:2 55:9 below 70:13 82:23 Bendigo 26:14 240:16 beneficial 7:3,12 beneficiary 115:10 benefit 76:23 83:25 benefits 6:6 10:25 BENJAMIN 1:21 Bernard 104:3 191:19 besides 243:11 best 40:11 47:5 57:25 better 29:8 30:19 31:7 between 9:7 50:3 BHP 146:22 247:24 bid 70:8 big 58:22 198:22 biggest 248:3 big-ticket 113:10 bill 9:22 17:9,16,21,22 |
billion 21:1 32:8 45:1 billions 53:24 54:7 Birkett 2:13 4:14 birthday 8:12 bit 92:5 126:4 211:16 Blake 68:14 blanche 118:9 Blast 67:11 block 240:18 Bloomberg 10:1 21:12 blowing 123:5 bluff 116:24,25 117:1 bluffing 262:13 blurring 226:9,9 bluster 132:8 156:10 bn 55:3 board 4:14 77:21 boards 4:15 boisterous 261:2,4 bolded 18:13 81:3 bolts 98:25 book 164:16 172:24 bookkeeping 193:8,14 books 193:15,19 borrow 275:9 boss 230:7 both 3:10 22:11 75:16 bottom 14:14 67:14 |
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Canadian 52:15 73:14 candidates 43:11 capable 43:16 capacities 218:4 capacity 57:4 138:21 Cape 248:2 capital 26:4 27:2 cardinal 247:7 cards 241:10 care 101:1 168:23 career 248:10 264:21 carried 10:2 75:3 carriers 36:4 carries 158:18 carry 50:1 101:16 carrying 104:11 carte 118:9 case 1:3,21 15:16 cases 246:23 cash 60:11 103:2 cashflow 40:24 casino 58:15,16 cause 130:5 135:16 caused 27:11 causing 166:22 cavalier 170:4 caveat 292:25 CBA 56:20 cease 87:9 ceasing 9:22 87:5 central 49:21,23 centre 25:5 57:10,15 centres 27:18 57:24 CEO 1:25 53:9,20 CEOs 49:25 certain 40:25 88:21 certainly 2:23 8:5 cetera 47:3 140:18 CF 197:20 CFO 80:9 104:7 chain 33:20 34:22 chair 131:12 chairman 94:11 98:2 challenge 264:21 challenged 216:7 challenging 64:14 Chambers 2:17,18,18 chance 266:4 change 78:11 113:1 changed 10:3 12:23 changes 78:11 117:17 changing 63:8 220:2 chapter 232:7 characteristics 56:9 charge 69:5 CHARLES 2:23 charm 273:15 chart 61:14 202:3 cheap 177:10,12 check 7:8 30:2 69:23 checking 250:17 checks 241:11 cheque 62:6 |
cheques 237:25 CHESTER 2:18 chief 80:13 104:10 children 78:9 89:23 China 48:19 64:6,8 Chinese 11:22 39:21 choose 37:18 196:12 chose 162:21 184:25 chosen 39:3 214:20 Christchurch 112:2,3 Christmas 13:4 chronology 154:8 chucking 124:15 circumstances 75:4 circumvent 126:4 cited 123:15 CITIC 39:22,23 115:4 CITIC'S 158:19 city 112:1 civilly 201:13 claim 123:11 124:11 Claimant 1:15 2:2,4,5 Claimants 245:24 Claimant's 2:4,12 claimed 154:5 claiming 105:18 137:1 clarification 29:11 clarify 30:4 147:18 CLARKE 2:20 clause 179:3 186:17 CLA-6 41:21 cleaners 181:3 200:6 cleaning 107:18 177:5 cleans 180:25 clear 36:25 72:2 97:15 clearly 79:23 131:13 client 26:4 clients 35:21,23 Clive 2:4 4:1 1:16,25 close 28:9,23 29:2 closed 58:20 closer 58:5 Closeridge 287:23 closest 28:5 closing 292:19 298:4 club 58:20 coal 6:5,16 7:1,10,17 coalmines 52:24 coal-fired 17:9,15 |
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complications 177:16 complied 207:7,8 comply 111:5 205:12 concede 131:18 conceded 155:14 conceived 118:20 concept 109:8 110:19 concepts 222:11 concern 10:6 149:25 concerned 23:18 concerns 10:17 118:8 concessions 175:3 conclude 155:10 240:8 concluded 40:2 41:4 concludes 162:2 292:8 conclusion 35:19 75:4 concrete 86:19,22 concurs 258:14 conditions 176:16 condominiums 180:25 conduct 263:10 conducted 175:4 Conference 116:4 Confers 297:14 confidence 31:14 32:7 confident 22:8 61:5 confirm 1:24 2:13 9:5 confirmation 273:17 confirmed 18:3 26:19 confused 255:6 confusing 266:4 connected 71:2 connecting 294:12,17 connection 19:13 connections 89:5 cons 248:18 conscience 2:17 conscious 106:19 consensus 262:10 consent 116:14,16 consented 123:8 consequences 98:13 conservative 31:18,21 consider 7:16 16:23 considerable 56:5 considerably 289:14 consideration 78:20 considered 13:13 considering 7:1,10 consist 27:15 consistent 160:4 227:5 consolidated 103:12 constitutes 241:8 constitution 209:23 construction 64:5 construing 227:13 consult 148:18 149:16 consultancy 253:15 consultants 252:15 consultation 26:7 consults 149:17 contact 11:12,14 contacted 249:13 contacting 124:13 contacts 200:11 contained 207:10 contemplate 225:4 contemplated 21:17 contemplates 146:17 contemplating 84:15 contemporaneous contend 54:14 contends 183:21 content 125:9 127:16 contesting 165:5 context 65:12 98:19 |
102:6 154:10 continuation 244:14 continue 74:15 160:25 continued 163:3 continuing 206:4 continuous 122:4,13 contract 62:21 110:7 contracting 296:7 contracts 110:6 177:4 contradicted 64:11 contradiction 290:23 contrary 40:4 41:9 contrast 170:22 contribute 203:7 contributed 189:2,4 contributing 188:23 contribution 220:17 contributions 236:24 control 86:11 103:15 controllable 171:15 controlled 86:24 controlling 284:25 controls 287:20 288:7 convenient 64:23 convention 211:9 conversation 10:11 conversations 42:20 conversely 294:18 conveyed 106:9 convincing 90:10 Cooper 87:23 95:7 Cooper's 88:19 coordination 69:6 copied 80:9 124:19,23 copies 14:9 copy 14:12 17:8,17 corner 14:14 254:23 corporate 2:11 4:22 corporation 219:8 Corporations 28:10 correct 2:4,9,10 4:11 corrected 177:20 correctly 49:18 211:4 correspond 202:4 correspondence 156:9 cost 212:10 247:20 costs 39:7 189:22 counsel 1:20,21 2:4,5 count 44:3,5 counterclaim 268:12 countless 244:1 countries 23:23 30:9 country 92:11 122:13 country's 122:5 counts 221:18 couple 32:8 50:22 courage 124:17 course 5:4 9:15 40:5 |
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day 1:7 1:3 20:24 days 35:12 36:7,22 day-to-day 104:25 DBS 28:14 43:15 dead 264:12 deadline 112:22 Deakin 63:15 deal 45:24 53:16 54:5 dealing 46:8 47:6 deals 46:1 50:1,6,21 dealt 80:8 148:1 Dear 79:3 debate 20:19 23:21 debt 30:5 31:1,4 45:1 Decade 263:7 December 3:17 4:4,5 decide 98:2 157:24 decided 3:24 12:16 deciding 223:2 228:7 decision 3:16,19,20 decisions 4:21 27:21 decisions/judgments decision-makers decision-making Declan 2:10 103:25 declaration 2:13 declare 2:16 10:3 declared 85:12 233:10 deconsolidation deemed 189:17 207:9 defend 265:1 defending 264:23 defer 40:17 112:25 defined 130:12 delay 165:18 245:23 |
delayed 238:21 deliberate 285:16 deliberately 185:18 delighted 236:4 deliver 199:19 delivered 139:24,24 delivering 99:11 demand 118:8 demanded 33:2 democracy 264:23 demonstrate 79:23 demonstrates 239:15 denial 179:3 293:7,24 denied 158:21 256:5 deny 83:11 256:9,10 denying 79:12 130:18 Department 3:2 depend 102:8,10,14 depended 87:5 102:15 depending 23:7 46:22 depends 105:9 217:18 deposit 181:16,16 deposited 190:1 deposits 247:17 deprive 242:3 depth 211:13 deputy 119:1 describe 17:4,6 99:17 described 65:19 96:21 describing 165:6 description 86:5,8 designed 80:15 desirable 168:7 detail 18:6 239:9 detailed 9:10 16:1,5 details 94:25 110:14 determine 12:17 determined 268:2 detriment 115:24 detriments 99:7,15 devastating 10:16 develop 109:13 207:16 developed 22:3 182:25 developing 12:25 development 61:18 developments 248:11 Di 22:21,22 DICKSON-SMITH difference 58:1,22 different 4:16 8:4 differentiation 218:8 differently 55:17 difficult 21:11 23:24 difficulties 273:24 diligence 35:18,21 diminish 118:11 direct 144:23 159:16 directed 195:9 196:11 directing 158:10 direction 210:4 directly 3:4 12:22 director 2:4,7,9,10,12 directors 4:16,23 |
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distillation 88:19
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diversification 108:6
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down 5:8 8:11,21
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draft 127:13,15,23,25
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210:12 matches 210:18 material 221:1 293:4 materials 165:10 matter 1:1 12:7 21:24 matters 17:1 25:4 47:6 matter-of-form 147:1 may 2:20 15:11 26:16 maybe 4:7 46:15 McCORMACK 2:10 McGowan 1:24,25 McGowan's 158:1 McHugh 137:1,6,10 |
149:13,22 150:15 MCRAE 1:12 meal 263:21 meals 177:8 mean 12:18 36:21 Meaning 91:2 188:4 meaningful 112:8 means 37:23 142:19 meant 89:24,25 97:16 measure 20:17 295:13 media 117:25 150:8 mediate 152:21 mediation 152:13,20 meet 12:8 123:7 132:4 meeting 8:9,15 9:7,11 meetings 10:20 11:11 member 125:13 203:1 members 134:16 memorandum 17:10 memory 9:13,16 10:12 MENDOZA-ROSA... |
mention 103:12 290:5 mentioned 11:4,6 merchant 46:4 53:12 merits 15:12,15 Messrs 155:23 met 26:17 49:12 58:14 mic 161:1 Michael 2:6 35:4,20 microphone 1:17 middle 18:13 157:22 mid-December 121:5 mid-January 157:5 mid-1990s 116:6 might 55:7 60:12 mightn't 133:11 Migliucci 50:19,24 mil 2:2 80:16 95:9 million 10:18 29:6 millions 22:8 72:9 million-something Min 81:19,25 mind 29:10 57:6 85:15 mine 6:5 22:1,2,3 mineral 248:11 Mineralogy's 25:18 Minerals 138:18,19 mines 10:4 22:13 mining 45:2,4,6 50:10 minister 21:1 72:23,24 ministers 201:12 Minister's 139:4 minor 300:8 minority 193:22 Minters 109:11 minute 117:13 142:14 minutes 4:14,14 71:24 MIPL 131:14 144:23 misapprehension misappropriation misleading 166:14 misled 163:24 |
missing 46:10 mistake 256:10 277:19 mistaken 30:23 152:7 misunderstand misunderstanding Mitchell 97:5 Mm 105:17 117:8 Mm-hm 6:23 10:21 modernised 177:3 modified 145:22 Mole 127:21 moment 24:1 49:3 Monaco 76:12 86:2 Monday 33:20 money 25:2 31:6 32:7 monitoring 251:13 month 163:3 164:14 months 33:1 41:24 MONTOYA 1:22 mood 63:23 more 6:17 18:2.4 |
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172:16 177:10,14 Morgan 45:5 morning 1:4 3:8,9 most 27:13,16 45:23 motivated 264:24 motivating 93:8 motivation 295:20 move 25:23 32:17 moved 6:6 84:16 movement 21:9 moves 31:21 moving 23:21 33:2 MSPL 130:12 much 25:5 27:23 Multi 118:20 multiple 33:17 multi-commodity Murdoch 91:8 159:8 must 8:12 19:10 80:6 myself 62:10 77:12 N NAB 28:21,23 55:19 naive 24:25 name 70:15 81:3,3,5,9 NAOMI 2:18 narrative 272:2 narrow 144:7 239:2 narrowly 155:2 nasty 261:18 Natale 22:21,22 national 9:21 25:11,18 Nations 1:2 nature 10:17 209:20 near 70:9 81:3 114:22 nearly 25:25 necessarily 31:20 necessary 20:1 55:7 necessity 58:5 89:1 need 12:12 15:17 needed 28:1 55:20 needs 7:16 115:16 negative 77:17,18 negotiating 152:12 negotiations 152:16 neither 108:9 133:6 net 164:15 165:25 Netherlands 1:6 neutral 212:20,24 never 13:2 23:4 36:13 |
36:15,19 45:24 new 13:1 21:16 23:25 Newco 40:3,15 41:5 newly 42:25 213:25 newspaper 9:20 next 52:8 53:4 61:23 nickel 29:6 36:4 70:24 night 33:16 nine 149:18 nine/ten 146:2,4 nominal 195:24 nominate 196:23 nomination 196:24 NOMMENSEN 2:12 none 10:9 47:25 48:7 nonsense 230:4,6 non-resident 96:22,23 non-taxable 76:11 |
normal 45:25 63:11 normally 23:7,13 North 118:11 nose 262:15 note 66:11 73:20 noted 115:10 204:25 notes 9:6 66:7,9 157:7 nothing 1:9,11 2:18 notice 115:18 116:20 notwithstanding November 11:9 33:23 Nui 2:12 14:24 number 2:5 7:16,17 numbers 14:14 234:1 nuts 98:25 NZD 171:12 202:25 O oath 151:9 objection 297:9 Objections 1:8 155:13 objective 133:10 objectives 218:24 obligation 196:16 obligations 197:16,22 |
obtain 6:6 34:17 93:8 obtained 35:11 162:19 obvious 106:6 196:8 obviously 2:20 22:11 OCB 56:22 OCBC 43:15 occasion 163:9 occasions 143:11 occur 26:10 occurred 4:2,3 10:13 occurring 16:21 72:11 occurs 106:10 October 90:22,23 odd 170:6 off 28:9 61:5 96:6 offences 243:13 offer 115:12 245:22 offered 109:23 122:19 offering 70:19 office 2:19,20,20,21 officer 2:21,22,23 3:1 officers 237:10,17 offices 49:22,23 51:6 official 237:24 offshore 3:21 89:6 offshored 16:11 often 25:2 120:24 Oh 29:19 31:3,6 36:19 oil 71:5 247:18 ΟΚ 192:13,16 193:5 okay 5:7,9 6:13 7:15 old 87:1 92:8 264:18 Olympics 257:20,21 once 6:18 42:23 88:15 ones 71:19 261:16 one-to-one 208:22 ongoing 98:25 99:14 online 300:24 301:2 only 7:23 8:22 15:2 open 45:14 91:25 opening 9:19 13:25 |
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290:16 operate 62:22 73:1 operated 240:19 operates 218:12 238:2 operating 43:19 94:7 operation 44:14,14 operational 166:22 operations 7:4,13,18 operative 19:1,18 operator 131:16 opinion 54:16 214:19 opinions 216:6 opponents 260:2 opportunities 7:5,14 opportunity 35:6,8,10 opposed 182:11 opposite 27:3 opposition 115:11,14 option 118:16 Opus 3:7 41:22 order 16:21 38:1,3,4 ordinary 101:24 205:3 ore 70:23,25 71:3,4 organisation 179:24 organised 53:10 |
299:11 original 266:17,18 originally 253:14 other 6:8,17 9:6 12:9 others 6:10,12 52:15 otherwise 38:12 40:25 ourself 203:18 264:20 ourselves 140:14 out 10:2 35:9 50:1 |
227:22 246:14,23 outcome 40:5,8,23 outline 16:6 outlined 3:25 outside 171:15,19 Outstanding 69:10 over 10:17 11:13 overall 171:13 overnight 76:17 override 219:23 overriding 220:2 overseas 87:18 Overview 186:20 over-interpret 292:25 own 4:23 13:11 23:24 owned 12:22 26:14,24 owner 3:10,13,14 owners 107:6,6,7 |
ownership 19:16 owning 209:11 owns 209:14 216:2 o'clock 160:24 P page 8:21 14:13,13,13 pages 68:2,4 88:12 paid 75:6 76:11 84:22 Palace 1:5 Palmer's 1:8 114:25 paper 109:15 116:3,6 papers 266:7 Papua 247:18 paragraphs 123:16 parameters 7:15 pardon 49:3 291:18 parent 221:14 Paris 257:20 276:20 |
park 109:16 112:5,6 Parliament 17:22 parse 175:12 part 13:19 24:8 57:15 participate 53:13 participated 272:12 participating 192:16 particular 24:13 25:3 particularly 8:19 parties 4:17 1:7 23:6 partly 26:24 partner 79:14,15 Partners 94:23 parts 294:24 party 2:4,5,5,6,6,7,8,8 pass 36:19 119:25 passed 60:17 142:1 passing 99:22 265:5 past 185:6 233:10 pause 5:2,9,11 7:8 paused 238:25 pay 75:9 76:13 77:4 payable 75:8 270:7 paying 193:12 198:7 payment 87:2 189:3 payments 102:22 payout 177:24 285:17 PCA 1:3 PDF 68:5 Peace 1:5 pejoratively 86:8 pending 136:25 137:5 PENELOPE 2:19 people 27:21 31:15 |
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177:7,17,23 200:20 per 154:3 269:5 perceived 64:17 perception 249:3 perform 174:16 perhaps 126:4 127:16 period 11:13 12:23 periods 88:25 permanent 1:4,22 permanently 84:11 person 15:2 16:7 personal 6:6 7:1,17 personally 3:19 4:13 perspective 168:6 persuasive 93:5 Perth 255:4 perused 17:22 Peter 226:23 283:10 phase 15:13 200:20 philosophical 265:3 phone 83:1,2,3 Phua 95:9 96:11 Phua's 96:8 pick 253:10 picked 276:19 picture 270:14 piece 239:2 place 10:6 102:12 placed 29:8 places 180:25 264:22 plagiarised 160:7 plainly 21:21 plan 22:3 29:3 30:25 |
31:25 61:3 84:15,25 planet 102:25 planned 147:15 planning 90:4 133:23 plans 71:15 107:21 platform 283:14 plausible 200:24 play 293:17 played 261:5 pleading 213:8 pleadings 183:1 185:5 please 1:17 3:1 11:24 pleased 115:16 pleases 165:17 pleasure 267:12 plenty 264:15 plus 252:21 300:4 pm 160:21,22,23 point 54:2 77:7 78:19 pointed 136:23 183:25 pointing 132:12 points 293:5 300:2 Poland 45:23 policies 52:9 54:24 policy 28:14 52:5,7,23 political 21:8 23:6,8 |
23:15 89:4 260:1,2 politically 149:8 politician 20:16 politicians 153:5,6 popular 112:15 port 248:3,4 portfolio 89:2 portion 282:20 ports 175:5 248:2,2 position 15:1,10 23:8 positions 237:9,16 possibility 86:20 90:8 possible 66:17 106:5 possibly 20:12 99:15 pot 112:23 potential 45:9 99:6,19 potentially 75:7 99:24 power 9:22 17:9,15 powerful 199:23 powers 218:4 PO3 300:20 PO5 300:19,20 practicable 228:13 practical 241:10 practicalities 230:14 practiced 283:16 precedes 202:16 preceding 5:10 260:15 precise 4:9 11:16 precisely 229:20 preface 292:24 prefer 175:15,16 preference 47:15 Preliminary 1:8 Premier 20:24 114:17 |
126:12,16 131:2 Premier's 261:1,12 premium 77:23 preparation 206:22 prepared 61:8 231:11 preparing 280:12 presence 169:1 present 13:24 16:8 presentation 3:5 presentations 296:25 presented 250:19 presenting 15:16 Presiding 259:4 press 70:7 131:5 136:6 pressure 119:23 Preston 148:23 154:6 presumably 284:12 pretty 11:19 176:8 prevent 16:21 52:6 previous 29:5 56:14 previously 29:21 pre-eminent 45:3 pre-existing 187:11 price 271:5 prima 156:5 primarily 15:16 primary 6:2,3,17 prime 20:25 118:10 principal 2:21 34:20 principle 289:18 principles 95:8 print 127:22,23 printed 130:21 prior 137:6,9 156:7 |
192:14 203:4.5 priority 177:9 private 73:1 218:11 privileged 46:13,14 probable 162:5 probably 5:4 6:21 problem 31:20 54:3 problems 99:20 100:8 procedural 38:1,3,4 procedure 50:18 proceed 2:20 34:16 proceeding 15:4 36:10 proceedings 37:7 proceeds 123:10 process 55:8 140:10 processed 17:21 22:15 Processing 138:25 produce 24:9 44:6 produced 1:24 154:5 produces 253:7 professionals 75:16 professor 1:11,12 2:18 profile 269:21 profit 104:12 167:6 profitability 291:18 profitable 175:24 profits 85:9 166:22 profit[s 181:6 progress 141:17 prohibit 18:21 20:5 prohibited 300:15 prohibition 17:9,16 project 21:4 28:2,7,9 projects 18:1 20:21,23 project-financed promising 153:2 prompt 70:5 proper 124:3 152:15 properly 123:7 220:17 properties 109:12 property 109:23,24,25 proposal 59:6 137:10 proposals 123:9 propose 71:22 186:21 proposed 6:5 69:14 proposing 55:6 proposition 50:10 |
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154:12 229:12 propositions 221:6 Proprietary 3:11 Propriety 75:15 pros 248:18 prospectus 67:11,22 protect 78:4 148:15 protected 153:23 protection 131:23 protections 122:19 protestations 185:16 prove 15:18 provide 19:12 22:4 provided 2:5 17:8 provides 108:9 providing 83:19,19 provision 19:1,17,18 provisional 244:21 provisions 141:12 prudent 40:4 41:10,24 Pte 1:14 80:2 81:19 public 21:24 55:12 publicity 150:6,7,9,11 publicly 54:23 154:21 published 55:15,16,19 pull 264:18 265:8 pulled 283:11 punitive 270:3 purchase 19:15,15 purchased 119:22,22 |
176:1 181:19 191:8 purchaser 212:2 purely 97:15 168:5 purpose 22:11 123:18 purposes 2:7 18:22 pursuant 139:9 pursue 130:7 145:1 push 59:6 pushed 268:6 put 4:1 9:19 13:25 puts 166:3 265:22 putting 5:13 7:6 63:1 PwC 75:17 79:14,15 Q QC 143:24 qualifications 283:19 qualified 208:10 quality 271:8 quantified 137:21,22 quarter 135:1 Queensland 6:5 20:25 |
question 4:12 13:8 questions 4:3,4,5,6,7,8 quick 31:25 204:21 quicker 231:18 quickest 43:5 quickly 5:11 59:6,10 Quigley 144:6 243:12 quite 9:10 11:16 17:2 quote 106:11,12 quotes 159:16 quoting 159:4 294:15 R raise 1:7 24:23 25:1 raised 25:3 29:6 31:1 raises 43:20 raising 29:21 71:17 ramifications 75:25 range 71:5 167:22 ranging 181:3 ranked 57:25 rate 92:20 rather 17:5 44:14 ratified 120:22 rationale 74:22 rationales 34:20 74:21 Raymond 139:15 RDI 69:17,18 70:10 RDI's 70:11 Re 117:24 143:23 reach 35:18 115:22 reached 75:4 198:8 reaching 84:4 226:1 read 5:3,9,12 9:14 |
reading 2:13 8:18 ready 1:6 74:15 real 10:16 45:25 47:6 realise 70:16 89:2 realised 11:18 76:9 reality 113:13 218:11 really 16:15,20 20:1 reason 6:8,11,16,17 reasonable 37:22 reasonably 88:12 reasoning 24:9 reasons 6:1,1,2,3,7,15 Rebellion 21:9 recall 8:14 11:12 14:3 receipt 227:19 receive 77:24,24 83:22 received 38:13 76:1 receives 96:22 237:20 receiving 83:13 125:8 recent 45:23 66:1 recently 19:22 70:23 recognise 67:20 recognised 205:9 recognising 96:11 recognition 156:2 recollection 10:11,15 recommend 223:7,8 recommendation recommended 98:17 record 2:14 21:24 recorded 166:10 recording 300:12,14 recordings 9:6 records 9:7 10:9 11:11 red 22:7 29:14 40:25 redeemable 202:25 refer 39:20 93:24 |
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75:23 78:4 107:10 relationship 26:4 relative 78:22 release 136:4 released 136:5 relevant 2:7 17:2 relevantly 38:20 relied 13:11 48:14 relief 203:14 relieved 93:1 relinquish 89:3 90:19 relinquished 90:21 relinquishing 90:12 relocate 49:22 relocating 63:5 65:11 rely 13:8,12 24:12 relying 7:20 24:4 remain 77:22 remained 229:6 remaining 118:10,23 remains 290:25 remain[ed 96:17 remarks 292:19 remedy 123:17 remember 10:16 70:2 remembered 118:19 reminded 244:18 remote 278:17 remotely 1:5 remove 59:8 89:1 rendered 166:9 173:7 repeal 147:20 repeat 241:15 282:13 replace 270:23 report 10:1 21:12 |
265:6,9 271:5,9 reported 158:12 166:8 reporting 167:15 reports 15:12 69:7 represent 214:14 representation 287:6 representative 2:4 representatives 50:5 represented 248:24 reputation 58:3 request 293:20 296:11 requested 238:6 require 38:2,4 58:10 required 12:8 58:7 requirement 75:9 requirements 73:5 requires 59:2 198:21 requiring 200:6 research 75:3 84:1 researched 13:14 reserve 296:23 reserved 296:18 reserves 15:10 222:3 reside 107:1,2 residence 87:25 88:22 residency 76:4,8,10 resident 77:3 79:25 |
residential 88:23 89:6 residents 101:8 106:1 resile 276:24 resist 179:3 resolution 139:9 resolutions 4:24 79:19 resolve 115:4 resolved 40:1 80:21 resource 69:18,20,24 respect 4:24 12:4,9 respectively 192:17 respond 97:12 responded 82:9 Respondent 1:18 2:15 Respondent's 13:25 responding 119:13 response 82:13 115:1 responsibilities 28:10 responsibility 115:9 responsible 104:6 rest 87:3 restated 301:3 restrict 73:5 298:13 restricted 298:9 restructure 3:16 4:2,3 |
102:8,9 108:5 111:9 restructured 12:10 restructures 250:16 restructuring 11:1 result 137:16 139:4 resume 73:25 74:11 resumed 239:2 retail 57:5 181:1 retain 216:22 229:20 retained 69:3 85:9 retaining 286:23 retains 224:10 retire 91:10 248:13 retired 90:22 retirement 84:4 87:3 retract 238:17 retrospectively 233:6 return 88:25 121:11 returned 13:4 35:5 returning 285:5 returns 75:21 221:17 revaluation 271:4 revenue 40:24 166:8 revenues 190:7 265:21 reversal 265:19,19 review 10:2 104:8 revisit 248:20 re-cross-examination re-direct 4:9 165:21 re-examination Richard 22:21 ridiculous 242:18 rightly 32:2 59:15 rights 70:25 71:6 right-hand 14:14 Rio 146:22 risk 37:5 108:24,24 risks 102:9 267:19 River 287:24 288:4 rocks 200:22 Rogers 44:22,23 45:12 Rogers's 45:22 role 89:3 90:19,21 roles 104:24 265:20 rolling 231:17 rollover 203:14 206:8 rollovers 76:2 room 200:22 245:10 Rothschild 45:3 Roughly 179:19,20 round 116:15 266:12 routed 100:11 royalties 40:8,18 royalty 12:5 39:16 rub 262:15 rubbish 44:2 55:16,24 rule 245:11 264:19,21 rules 1:1 74:3 100:1,4 run 107:7,8,18 108:18 running 63:2 104:5 Rupert 91:8 159:8,21 rush 40:4 41:9 273:21 Russian 61:17,18,24 |
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R-120 137:24 R-133 114:18 R-134 117:21 259:5 R-141 127:15 131:8 R-145 143:14 294:15 R-416 180:1 R-436 165:15 R-44 121:12 R-484 18:11 R-544 70:6 R-600 78:24 R-615 191:18 R-63 165:15 R-801 127:17 R-802 127:11 128:10 S s 267:7 sack 196:15 sacrosanct 126:19 safety 176:21 197:21 SAFTA 130:8 132:1 sale 215:22 266:23 salt 262:15 same 15:24 17:3,5 SAMUEL 2:17 SANDRA 2:11 Sarah 127:21 satisfied 183:22 271:8 Saturday 33:16 save 85:13 saving 89:15 savings 48:22 saw 33:20 36:5 45:22 says 5:17 15:6 18:20 scale 43:12 46:7 49:15 scales 85:17 244:3 schedule 298:1 scheme 86:5,6 94:12 schemes 94:7,7,9,19 school 78:10 92:8 Scott 2:13 4:14 278:15 screen 5:5 6:22 8:25 scroll 11:24 18:12 scrolling 180:24 scrutiny 248:21 search 110:9 251:1 second 14:16 25:14,23 secondly 54:10 113:21 seconds 238:19,21 second-last 15:7 84:13 secretarial 250:21,25 |
secretaries 250:24 secretary 1:22 81:14 secretly 243:12 section 19:1,2,5 20:2,2 sections 175:12 197:6 sector 36:5,6 39:5 secure 6:4 63:5 security 55:14 126:11 seeing 52:21 197:17 seek 6:25 7:4,14,18 seeking 27:23 40:9 seem 65:10 96:2 98:9 seemed 7:3,12 220:15 seemingly 83:1 seems 28:19 49:17 seen 16:3 20:4 21:9 segue 67:2 Selborne 2:18 selectively 123:16 self 264:18 sell 62:16,24 125:24 sellers 124:13 Senate 134:25 Senator 22:21 send 127:22 226:5 sending 87:15 sends 82:18 senior 1:21 2:22,23 sense 27:8 86:25 sensitivity 81:2 sent 79:12 81:12,13,13 sentence 9:1 21:14 separate 193:7,8,19 separately 13:1 133:8 September 1:7 1:1 sequence 11:16 73:24 series 10:20 33:16 serious 25:5 116:22 seriously 100:15 120:5 serve 44:10,11,12 served 243:25 service 27:20 35:22 services 62:16 166:8 session 67:12,23 set 7:3,12,15 45:5 setting 249:22,23 settle 153:1 settled 110:3,4 settlement 110:4,5,8 seven 2:6 36:10,13 seven-page 123:15 several 45:1 136:19 SGD 164:15,16 166:1 shaken 26:8 share 7:10 111:11,12 shareholder 218:13 |
shareholders 217:3,18 shareholding 111:8 shares 42:24 70:11 SHAW 2:9 Shearman 68:16 shed 88:22 sheet 59:8 164:11,25 sheets 165:6 shelf 249:13 shell 72:4 Sheridan 2:10 103:24 shifting 20:20 shipping 35:7 36:2 ships 29:7 36:3 176:17 Shirlow 2:19,19 SHIRM 3:2 shocked 17:10,18 shook 25:16 28:21,23 short 74:13 88:25 shortage 264:16 shortly 25:7 174:21 shot 262:17 shots 300:10 show 6:20 8:7 12:11 showed 20:24 56:10 showing 96:8 169:11 shown 4:25 32:18 shows 50:19 56:15 sic 26:22 27:1 39:14 side 1:10 71:12 131:17 sidelines 71:10 sides 207:25 262:11 side's 201:10 side-exchange 157:7 Siemens 62:24 sign 20:20 128:4 signatories 240:16 signatory 238:4,8 signature 83:6 signed 10:13 72:13 significance 104:14 significant 11:19 12:7 signs 21:7 23:20 similar 26:12 27:6,10 similarly 166:11 204:5 simple 107:18 126:14 simply 65:18 220:16 sin 247:7 since 26:16 38:19 |
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66:18 96:25 99:11 sincere 279:8,12 Singaporean 28:13 Singapore-Australia Singh 2:7 69:4 236:25 single 35:24 239:15 Sino 123:8 158:20 sir 278:18 sis 166:12 sit 1:13 74:9 175:12 sits 190:13 situate 8:11 situation 23:7 61:2 situations 13:14 34:7 six 60:10 66:8 86:1 sixth 6:20 32:18 65:2 size 26:2 53:5 58:7 skilful 28:1 sleep 263:20 slide 56:10,13,14 sloppier 264:13 slowdown 174:6 slower 214:22 slowly 82:11 246:20 small 113:18 174:4 smaller 270:24 smart 127:6 263:22 smash 134:17 smashing 134:18 smooth 273:16 social 89:4 SODPO 183:4 soften 116:16 SOKOLOV 2:14 sold 208:6 215:3 sole 178:24 202:13 solely 5:16 39:4 solemnly 2:16 279:10 solicitor 3:3 152:14 Solicitor's 153:3 Solicitor-General solvent 77:23 some 2:21 17:6 22:19 somebody 97:20 somehow 263:11 someone 46:9 63:22 something 42:6 69:21 sometime 13:4 110:24 sometimes 6:1,2 68:23 somewhat 290:23 somewhere 49:22 Sons 45:3 soon 80:11 113:25 sooner 10:7 SOPHOCLES 2:6,13 Sorensen 75:17 79:2,3 sorry 8:2,20,23,24 sort 27:2 28:3 55:17 sorts 63:2 79:10 sought 282:21 sound 144:17 177:25 sounds 95:12 288:8 sourced 193:4 194:21 sources 280:13 South 139:6 153:18 so-and-so 46:2 space 118:6 259:15 SPALTON 2:4 speak 2:17 74:5 speaks 256:21,24 special 50:6,13 233:25 specialised 44:24 specialist 75:13 specie 290:2 specific 154:10 239:1 specifically 98:19 specifics 265:23 speech 114:17 115:20 |
spend 18:4 77:21 87:3 spending 170:20,23 spent 18:1 168:10 splash 181:21 split 198:21 230:17 sponsor 63:11 spy 159:22 square 128:22 130:13 staff 134:16 181:2 stage 15:15 27:7 55:8 stake 148:14 stalemate 211:16 stamp 76:1 207:9 stand 74:2 149:8 standard 110:5 standards 10:3 59:9 standing 27:2 102:23 stand-out 61:17 start 1:3,6,8 74:22 started 100:22 109:12 starting 33:16 36:9 starts 88:10 150:12 state 3:3 21:5 53:15 stated 284:10 statement 3:22 5:1 statements 1:21 2:6,8 statements/expert states 10:1,6 111:7 State's 148:11 262:19 stating 232:10 station 19:14,16 20:22 stations 18:22 19:8,20 status 80:6 stay 190:5 197:2 stayed 144:7 274:24 staying 282:10 steady 253:4 step 155:11 STEPHANIE 2:22 STEPHEN 2:17 stepping 91:2 steps 34:12,16 73:17 sterilise 118:9 Sterling 68:16 stick 155:9 199:2 still 9:17 41:1 42:13 stock 70:12,20 73:4 stop 86:13 89:23 stopped 23:24 135:2 stopping 19:19 123:19 story 272:2 straight 34:13 144:7 Straits 47:22 Strangely 77:12 strategy 110:21 stream 238:25 244:18 streaming 239:12 streams 294:8,13,21 strenuously 130:7 stretch 244:13 structure 3:21,24 7:3 structured 44:25 structures 4:22 structuring 63:6 stuck 261:13 262:20 stuff 100:22 177:5 subdivision 253:17 subject 136:19 138:6 submission 15:5 217:3 submissions 201:15 submit 184:25 subscribing 72:9 subsection 141:16 subsequent 13:19 subsequently 3:22,23 |
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275:4 subsidiaries 30:9 subsidiary 2:12 31:7 substance 32:25 substantial 105:15,19 substantially 174:19 substantive 19:18 substantively 212:23 succeeded 137:7 successful 87:25 90:10 successfully 88:22 suck 43:25 suddenly 273:21 sue 134:24 230:3,11 suffered 148:11 sufficient 174:16 sufficiently 176:6 suggest 23:14 35:24 suggested 30:18 92:6 suggesting 38:21 93:7 suggestion 157:23 suggestions 259:23 suggests 67:22 106:17 Suisse 43:17,24 50:20 suitable 73:22 summarise 277:8 summary 51:14 88:9 sun 123:17 Sunday 33:17 superannuation supervise 237:25 supplementary supplicants 43:25 suppliers 53:13 62:23 supply 62:22 support 18:21 19:7,12 supported 28:2 supportive 179:6 suppose 71:24 86:24 Supreme 12:6 117:3 sure 5:19 6:13 8:5 surely 100:18 surprise 102:3 surprised 26:6 56:6 surprising 99:10 survey 57:24 sustain 115:12 swap 7:10 111:12 swapped 204:15 swaps 206:17 switch 1:17 sworn 36:14 151:9 Sydney 25:6 43:21,23 sympathise 257:6 syndicate 27:25 53:14 synergy 273:12 T tab 280:8 281:7,20 table 1:14 2:14 52:5 tail 236:16 tailing 118:6 259:15 tailing[s 118:10 take 32:9 34:12,16 taken 6:18 38:9 61:16 takeover 111:4 266:11 taking 10:5 188:24 talk 10:19 49:20 talked 6:8 58:14 119:3 talking 9:23 30:4 |
talks 228:7 ΤΑΝ 3:3 target 168:7 173:11 targeting 48:20 tasked 293:12 tasks 250:14 tax 6:6 7:1,1,10,17 taxable 87:13 111:15 taxation 6:16 76:2 taxed 87:14 tax-free 77:25 85:13 TCG 103:14 tea 199:17,19 team 37:18 68:24 74:5 technical 208:10 technician 265:11 technique 206:17 technology 104:25 telephone 246:11 telephoned 97:20 television 159:23 tell 2:12 11:15 33:13 telling 44:18 226:13 template 145:22 temporarily 238:25 ten 31:17 35:12 36:22 tend 170:5 264:6 tenements 71:1,3 tens 182:14 tension 106:6 term 87:1 181:15 terminated 136:25 terms 83:24 107:17 test 125:18 tested 64:12 testimony 167:20 text 18:13 145:15 thank 1:10,20 2:19,25 thanks 74:16 142:14 their 4:23 23:10 26:4 thereabouts 172:23 thermal 52:6,24 they'd 36:6 72:13 thing 20:8 73:7 77:6 things 12:9 17:6 21:7 thing's 16:10 thinking 77:12,13 thinks 130:12 third 7:2 14:13,15 third-party 252:15 THOMAS 2:8 thorough 10:2 though 11:14 28:21 thought 5:13 9:3 |
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134:5 149:22 thousand 115:1 thousands 79:9 80:22 threat 116:22 120:23 threaten 125:3 130:9 threatened 99:6,14 threatening 115:22 threatens 124:7,10,12 threats 119:19 120:24 three 7:23 9:19,23 three-tier 250:6 three-tiered 12:24 through 8:16 9:11 throughout 271:16 throwing 136:11 tied 31:8 171:3 172:11 tightrope 106:17 till 42:16 85:12 113:2 timeframe 195:14 timeline 152:11 times 10:22 47:22 timing 148:22 271:22 tiny 181:23 tip 244:3 tipped 85:17 tired 92:5 title 18:15,18 20:4,5 today 2:7 94:19 182:2 together 13:1 46:7 told 13:2 25:17 42:10 tomorrow 292:14,20 tonnes 70:25 top 8:19 47:14 51:10 topic 24:22 43:2 64:22 topics 24:24 297:21 torrid 261:8 total 2:6 7:19 61:20 totally 101:21 274:1 touch 121:9 touched 259:4 Townsville 247:23 toying 274:10 track 26:5 58:3 90:6 tracks 261:21 tracts 253:17 trade 1:2 3:2 125:13 traded 214:2 trading 48:24 trajectory 166:11 |
transaction 35:9 transactions 30:8 46:2 transcript 1:24 205:14 transfer 19:15 195:9 transferred 195:13,16 tread 33:3 treat 96:25 treated 96:13 178:9 treaties 125:11 treatment 96:21 treaty 127:4 155:14 trend 29:15 63:23 Trevor 1:24,25 tribunal 1:22 4:3,4,5,6 tribunals 266:21 Tribunal's 16:18 tried 54:10 131:4 triggered 100:1,4 trigger[ing 99:20 trillion 50:22 trip 292:9 true 18:4 23:16 24:17 truly 199:10 trust 26:5 59:2 149:7 trusted 249:4 truth 2:12,17,17,18 truthful 156:7 try 29:4 78:3,12 trying 30:7 51:18 Tuesday 1:7 1:1 turbines 62:24 turn 2:22 5:4 25:8 turned 285:5,21,24 turning 281:6 283:20 twice 138:13,13,14 twilight 200:20 two 5:25 6:2,7,10,14 two's 39:8 two-part 222:18 type 57:6 295:23 typical 295:24 U UBS 68:12 72:17 UK 68:19 ultimate 3:10 4:18 ultimately 13:10 unable 128:21 145:3 unanswered 54:13 unassisted 9:13 unclear 268:20 uncontroversial 5:14 unconventional 247:2 under 1:1 2:12 13:5 underlying 207:21 underneath 83:6,6 understand 12:18 understandable 77:6 understanding 49:18 understandings 95:3 understood 21:17 undertake 4:12 undertaken 266:18 undertaking 251:8 underway 140:12 underwrote 53:16 unfortunately 59:15 unilateral 119:12 unilaterally 115:23 United 1:2 10:1,6 units 253:18 universe 7:19 university 63:15 unless 12:12 28:8 35:8 unlikely 91:9 239:8 unnecessary 97:3 unpalatable 151:11 unreasonable 114:25 unspecified 234:21 unsupported 132:23 until 13:3 40:1,7,18,23 untouched 262:8 untroubled 28:20 |
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unusual 36:23 57:19 UOB 43:15 updated 66:19 urge 115:3 123:7 urgency 33:6,13 34:2 urgent 33:18 108:12 urgently 59:23 60:13 use 15:11 81:2,9 113:5 used 22:11 42:8 63:14 useful 67:2 user 118:20 248:3 using 82:22 86:7 usual 249:8 292:24 usually 68:23 246:9 US$182m 62:2 US$3.5 55:3 US$300m 61:21 US$90,000,000 93:2 US10bn 158:20 utilise 275:9 utilised 23:22 250:7 utilising 246:11 V v 1:16 vague 291:12 valid 137:11 valuable 170:1 199:10 valuation 174:16 value 111:14 118:11 valuing 211:11 varied 248:6 variety 180:25 various 4:16 5:24 30:9 Vaughn 1:24 vehicle 30:19 31:8 venture 107:8 179:13 ventures 267:9 Venture's 193:3 venue 124:3 verbal 246:11 verifying 167:19 verse 232:7 version 15:23 144:15 very 12:7 19:25 26:6 vetoed 86:23 vetoing 9:20 21:1 via 129:9 154:9,23 viable 61:3 Vickers 161:8,8,13 Vickers's 161:10 victory 149:12 video 184:9,21 185:23 |
view 17:3 41:17 60:10 viewed 155:2 viewers 278:17 300:24 views 294:7 298:8 Vincent 179:21 vindicated 124:20 Visco 35:11 36:20 vision 263:15 visit 107:25 visited 169:17,18 vowed 158:17 W WA 117:7,10 153:16 wages 196:1 242:25 wagging 236:16 wait 40:7 41:24 42:2 waiting 178:4 278:17 walk 106:17 wall 21:8 want 28:11 31:24 wanted 4:17 36:2 38:8 wants 98:20 213:4 war 149:19 Waratah 6:5 20:13,23 washed 152:25 wasn't 13:3 22:8 26:9 waste 16:21 wasting 16:18 263:22 watching 1:4 235:16 water 33:3 way 10:10 13:3,3 28:8 weak 131:4 wearing 138:15,16 webcast 300:23,25 Wedgewood 119:2 week 79:9 144:12 weekend 144:10 weekly 69:10 weeks 119:13 122:8 weigh 248:17 weight 38:7 welcome 300:3 wellbeing 177:13 went 16:22 21:18 Wentworth 2:18 weren't 55:6 56:11 West 158:17 western 3:3,4 12:6 Westpac 56:21 we'll 4:9 12:19 18:24 we're 31:10 32:14 we've 15:18 21:9 whichever 5:5 while 18:17 74:2,8 whole 2:17 16:10 wholly 97:2 223:20 widening 108:6 wife 78:9 86:22 89:22 William 1:11 148:23 WILLIAMS 1:20 win 149:22 150:3 wind 29:2 winning 185:12 wins 149:24 wiped 109:3 268:14 wish 258:4 297:2 wished 88:21 wishes 220:12 236:18 withdraw 15:23 16:22 withdrawing 14:1 withdrawn 50:25 withholding 99:25 witness 2:13 1:14,21 witnesses 14:16 15:17 witness/expert 292:13 wives 86:24 woman 263:21 won 117:4,6 124:18 wonder 165:14 Wong 104:3,6 127:19 word 86:7 276:11 |
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287:18,19 288:1,5,6 wording 282:25 words 92:24 125:7 WORDSWORTH work 65:24 101:5,23 worked 38:18 45:3 workers 126:2 176:16 workforce 177:14 working 82:15 101:19 workload 246:11 works 191:23,24 world 21:10 23:21 world's 247:22 worried 108:24,24 worries 160:18 worry 38:14 170:20 worth 36:8 46:8 50:22 worthwhile 265:1 wouldn't 6:15 16:5 write 28:9 61:4,5 62:6 writes 120:6 135:13 written 2:6 20:25 wrong 68:3 109:18 wrongly 32:2 wrote 14:1 41:3,16 X Xs 52:5 Y year 12:5 40:13 60:7 yearly 78:11 181:3,6 years 10:13 11:15 year's 166:17 yesterday 9:20 13:24 YEVHENIYA 2:13 yield 181:17 229:6,10 yielded 229:4,5 York 27:18 101:16,17 younger 263:18 Z Zealand 13:1 100:6 Zeph's 181:9 184:9 zero 214:17 268:22,24 Zoom 105:1 107:23 $ $0.5 181:23 $1 21:1 89:15,15 $1,248,466 164:15 $1.2 85:9 $1.26 173:8 $1.3 173:22 $1.5 253:7 $1.6 172:23 $1/1.5 170:9 $100 10:18 29:6 32:10 $11 111:23 112:7 $11.5 110:15 111:24 $11.5/12 253:11 $112,336 173:9 $12 182:3,19,20 $125 251:24 $173 182:3,4 $200 63:13 $210,000 167:16 $210,133 166:10 $23 55:4 170:5,19 $230 229:4 $250 85:14 $27 60:9,11 148:11 $3.5 170:8,13,20 $300 64:4 243:17,19 |
$32 56:20 $363 214:6 $39,500 173:7 $4,854 166:8 $4.5 181:4 $400 85:8 $45 124:11 $45Bn 123:11 $450k 181:6 $461 214:6 $5 70:19 181:4 $50 32:9 247:20 $50,000 167:6 $500k 181:6 $500,000 199:1 $579 214:5 $6 207:18 $6,002,896 205:16 $600 40:13 275:8 $650,000 199:8 $700,000 189:2,4 $73,831 172:24 $750 260:23 $795,000 166:15 $795,438 166:9 $795,604 167:5 $8 60:12 62:12 229:1 $8-10 55:5 $80,952 173:24 $800,000 167:15 $83,087 164:16 0 087 166:1 1 1 4:1 2:8 6:4 7:16 19:9 1.03 160:11 1.04 160:21 1.1.5 45:6 1.1.8 45:7 1.11 280:9 281:8 1.4 267:7 1/158 204:5 10 141:15 154:24 10th 110:23 10% 181:17 191:11 10(1) 142:24 10(4) 142:24 10(6) 142:24 10.30 298:18,22 301:8 10.4 189:6 10.59 74:12 100 57:25 100% 3:10,13 124:1 101 109:17 110:2 11 139:25 140:11,21 11th 143:24 11.2 189:22 11.20 74:1,14 11.5 170:24,25 171:12 117 275:23 119 8:8,20,22 9:11,14 12 92:9 110:1,3 118:22 12th 4:7 161:24,25 12.30 298:22 12.45 298:24 12.57 255:22 121 8:19,20,21,25 122 9:25 25:8 125 9:11,15 126 42:12,14 127 42:12 128 74:23 75:2 84:8 129 10:19 13 183:8,15,24 184:2,6 130 10:24 131 11:20,24 12:3 132 11:4 133/2 114:15 134 11:7 135 4:6 11:9 14 110:1 183:19,23 14th 4:7,7 140 91:9 199:12,14 15 56:19 143:18 15% 181:5 150% 271:6 151 4:7 155 255:23 16 30:2 33:17 65:22 16-year-old 66:13 17 1:7 1:1 171 39:14 176 255:19 18 99:9 110:8 121:14 19 17:4 167:1 196 205:14 197 221:11 1972 253:15 198 221:12 290:17 199 290:17 1992 283:16 2 2 1:7 3:7 1:3 6:5 7:17 2% 181:15 2(a) 187:18 2,000 247:23 2.00 160:12,22,23 2.5 282:12,14 284:17 2.6 285:9 2.7.1 291:4 2.7.2.1 281:21 290:5 2.9 286:6,22 20 70:25 73:25 74:11 20% 181:5 20-minute 244:23 20-25 263:20 200 85:7 181:2 229:8 2002 138:7 139:1 2003 56:18,20 61:15 2004 125:12 2005 283:17 2007 73:9 2008 30:18 64:24 2013 254:24 255:2 2014 125:12 137:10 2014-2019 283:17 2015 125:12 2016 125:12 159:8 2017 17:9 25:18 45:7 2017/2018 109:4 2018 3:17 4:4,5,18 2018/January 86:18 2019 3:17 4:10 13:5 |
[Page 25]
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280:18 281:22 2020 60:16 151:20 2021 1:2 53:5 293:23 2022 191:2,9 2023 296:5 2023-40 1:3 2024 1:7 1:1 92:22 21 14:1 35:4,11 41:19 210 4:8 218 288:9 22 79:2,7 293:21 22.3 223:14,19 230 229:7,14,20 235 229:8 24 94:21 128:12 24% 85:13 270:11 246 4:9 25 116:2 254U 227:7 256 4:10 259 4:11 26 161:23 26th 161:24,25 27 262:18 27(2) 296:6 270 164:12 273 166:2,5 168:4 275 4:12 277 4:13 278 4:14 28 231:25 280 4:15 289 4:16 29 4:3 103:8 195:11 29th 119:12 292 4:17 295 232:8 297 172:18,21 3 3 4:2 7:18 14:13 57:25 3% 181:15 3.1 186:17,21 187:2 3.10 288:9 3.42 245:18 3.5 62:3 181:21 30 35:9 44:25 54:6 30-day 110:5 300 62:1 173:2,4 300-odd 257:17 31 35:13 194:18 222:4 31.1 222:2,4 228:4 32 223:11 324 173:17 327 174:3 34 213:21 343 174:13 35 214:2 226:20 36 214:10 37 214:14 38 88:8,10 380 275:24 276:12 383 155:13,21 255:17 39 265:11,17,23 4 4 67:15 85:24 92:22 4.00 299:3,4 4.01 205:15 4.04 221:12 4.1.2 48:2 4.10 245:5 4.15 245:9 299:5 4.23 245:20 4.42 259:1 40 25:25 102:24 42 216:21 43 164:11 44 96:10,11 45 4:4 96:9,20 450 183:2,5 47 88:14 172:20 47% 92:21 49 271:21 5 5 2:8 19:1,7 20:2,8 5% 192:17,17,22 5(1) 19:2,5 5.00 299:7 5.06 275:20 5.11 278:12 5.19 278:14 5.20 278:11 5.21 280:2 5.32 289:10 5.37 292:15 5.56 301:9 5.7.1 49:5 5.7.2 49:5 5.9 205:22 |
50 4:5 173:19 264:11 50,000 166:23 50/50 153:24,25 500 199:2 51 5:1,14 53 236:8 56 236:23 570 240:18 6 6 2:8 20:2 67:15 68:5 6,002,896 205:24 6.1 87:24 6.1.4 61:13 6.5.1 57:9 60 36:6 167:22 169:23 600 64:6 61 68:3 62 92:14 63 202:10 204:5 64 84:3 87:1 89:18 7 7 2:18 2:8 121:7 7th 13:4 57:25 110:23 7.1.1 52:18 7.1.3 52:2 7.1.4 52:10 56:15 70 89:18 103:1 116:12 700 64:5 199:2 275:7 71 39:15 795,604 166:21 8 8 58:9 92:9 281:7 82 161:12,13,20 83 161:13 162:1 166:1 83(b) 163:9 84 6:21 7:9 86 32:19,21 89 65:5,7 9 9 118:23 9.30 1:2 298:2 9.31 1:15 9.33 3:6 90% 191:5 192:17,20 91 67:5 91% 170:16 93 116:7 99% 267:12 |