In the matter of Investa Listed Funds Management Limited (as responsible entity of Armstrong Jones Office Fund: ARSN 090242229) [2016] NSWSC 341

In the matter of Investa Listed Funds Management Limited (as responsible entity of Armstrong Jones Office Fund: ARSN 090242229) [2016] NSWSC 341

The Court was satisfied that there was no obvious defect in or objection to the proposal that would justify preventing it being put to unitholders, that the explanatory memorandum fairly and sufficiently represented and explained the scheme and its advantages and disadvantages, and that the proposed amendments to the AJO Fund and PCP Trust constitutions were within the power of amendment in Corporations Act, s 601GC. The plaintiffs were therefore justified in convening the meetings, distributing the explanatory memorandum, and proceeding on the stated basis.

Jurisdiction
Australia
Judgment Date
08 March 2016
Procedural Posture
Application for Judicial Advice in Relation to a Proposed Trust Scheme for Managed Investment Schemes / First Hearing
Outcome
Judicial advice and related orders granted; proceedings adjourned for a second court hearing.
Legal Topics
['judicial Advice' 'trust Scheme Meetings' 'explanatory Memorandum' 'amendment of Registered Scheme Constitutions' 'responsible Entity Powers']
['corporations' 'trusts' 'managed Investments'] ['judicial Advice' 'trust Scheme Meetings' 'explanatory Memorandum' 'amendment of Registered Scheme Constitutions' 'responsible Entity Powers']

Case Brief

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Procedural Posture

Application for Judicial Advice in Relation to a Proposed Trust Scheme for Managed Investment Schemes / First Hearing

Legal Issues

  1. 1 ['Whether the plaintiffs would be justified in convening concurrent extraordinary general meetings of security holders of the AJO Fund and the PCP Trust to consider and approve the proposed trust scheme resolution.' 'Whether the plaintiffs would be justified in distributing the draft explanatory memorandum to registered security holders.' 'Whether the proposed amendments to the constitutions of the AJO Fund and the PCP Trust would be within the powers of alteration conferred by Corporations Act, s 601GC.']

Ratio Decidendi

The Court was satisfied that there was no obvious defect in or objection to the proposal that would justify preventing it being put to unitholders, that the explanatory memorandum fairly and sufficiently represented and explained the scheme and its advantages and disadvantages, and that the proposed amendments to the AJO Fund and PCP Trust constitutions were within the power of amendment in Corporations Act, s 601GC. The plaintiffs were therefore justified in convening the meetings, distributing the explanatory memorandum, and proceeding on the stated basis.

Court Disposition

Judicial advice and related orders granted; proceedings adjourned for a second court hearing.

Orders

  • ['Pursuant to (NSW) Trustee Act 1925, s 63, the plaintiffs would be justified in convening concurrent extraordinary general meetings of security holders of Armstrong Jones Office Fund and Prime Credit Property Trust to consider and, if thought fit, approve the resolution set out in the notice of meeting forming part...