Trust Company (Nominees) Limited, in the matter of Angas Securities Limited v Angas Securities Limited (No 3) [2016] FCA 895

Trust Company (Nominees) Limited, in the matter of Angas Securities Limited v Angas Securities Limited (No 3) [2016] FCA 895

The Court had power under s 283HB(1)(g) of the Corporations Act 2001 (Cth), assisted by s 1319 and the statutory context of Chapter 2L, to regulate the proxy procedures for the 11 August 2016 debenture holders' meeting even if the orders were inconsistent with Schedule 3 of the Trust Deed. The orders were appropriate because they protected debenture holders by giving them further time to consider the Trustee's statement and exercise voting rights by proxy, caused no prejudice to Angas or the Trustee, and would assist the Court in later determining whether to approve further amendments to the Trust Deed or grant external administration relief.

Jurisdiction
Australia
Judgment Date
03 August 2016
Procedural Posture
Corporations Application for Orders Under S 283 Hb(1)(g) of the Corporations Act 2001 (cth) Concerning a Debenture Holders' Meeting / Reasons for Orders Made on 3 August 2016 Varying Procedures for Proxy Voting at a Debenture Holders' Meeting Convened for 11 August 2016
Outcome
Orders made pursuant to s 283HB(1)(g) of the Corporations Act 2001 (Cth) varying proxy procedures for the debenture holders' meeting; costs reserved.
Legal Topics
['judicial Advice to Trustee' 'debenture Holders' 'trust Deed Variation' 'proxy Voting' 'run Off Proposal' 'section 283 HB Protective Orders']
['corporations' 'trusts' 'corporate Insolvency'] ['judicial Advice to Trustee' 'debenture Holders' 'trust Deed Variation' 'proxy Voting' 'run Off Proposal' 'section 283 HB Protective Orders']

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Procedural Posture

Corporations Application for Orders Under S 283 Hb(1)(g) of the Corporations Act 2001 (cth) Concerning a Debenture Holders' Meeting / Reasons for Orders Made on 3 August 2016 Varying Procedures for Proxy Voting at a Debenture Holders' Meeting Convened for 11 August 2016

Legal Issues

  1. 1 ["Whether the Court had power under s 283HB(1)(g) of the Corporations Act 2001 (Cth), and related provisions, to make orders regulating proxy lodgement and voting procedures for the debenture holders' meeting despite inconsistency with Schedule 3 of the Trust Deed." "Whether the power should be exercised to protect debenture holders by allowing further time for consideration of the Trustee's statement and proxy voting." 'Whether orders affecting the meeting procedures would benefit debenture holders without prejudice to Angas or the Trustee.']

Ratio Decidendi

The Court had power under s 283HB(1)(g) of the Corporations Act 2001 (Cth), assisted by s 1319 and the statutory context of Chapter 2L, to regulate the proxy procedures for the 11 August 2016 debenture holders' meeting even if the orders were inconsistent with Schedule 3 of the Trust Deed. The orders were appropriate because they protected debenture holders by giving them further time to consider the Trustee's statement and exercise voting rights by proxy, caused no prejudice to Angas or the Trustee, and would assist the Court in later determining whether to approve further amendments to the Trust Deed or grant external administration relief.

Court Disposition

Orders made pursuant to s 283HB(1)(g) of the Corporations Act 2001 (Cth) varying proxy procedures for the debenture holders' meeting; costs reserved.

Orders

  • ['An otherwise valid written proxy to be counted on the extraordinary resolution must be received by Computershare by email, facsimile or post by no later than 5.00pm (ACST) on 10 August 2016, except that an otherwise valid written proxy sent by post received after that time but post-marked no later than 10 August...