In the matter of Westfield Holdings Limited & ors; Application of RE1 Limited (ABN 80 145 743 862) and RE2 Limited as responsible entities for Westfield Retail Trust 1 and Westfield Retail Trust 2 (No 5) [2014] NSWSC 976

In the matter of Westfield Holdings Limited & ors; Application of RE1 Limited (ABN 80 145 743 862) and RE2 Limited as responsible entities for Westfield Retail Trust 1 and Westfield Retail Trust 2 (No 5) [2014] NSWSC 976

The Court was satisfied that all legal and procedural requirements were met, including those advised in earlier hearings; the requisite majority of security holders approved the resolutions; no unfairness to minority interests was established; and thus the schemes were approved.

Parties
First Plaintiff: Westfield Holdings Limited; Second Plaintiff: Westfield Management Limited as responsible entity of the Westfield Trust; Third Plaintiff: Westfield America Management Limited as responsible entity of the Westfield America Trust; First Plaintiff: RE1 Limited as responsible entity for Westfield Retail Trust 1; Second Plaintiff: RE2 Limited as responsible entity for Westfield Retail Trust 2
Jurisdiction
Australia
Judgment Date
23 June 2014
Procedural Posture
Application for Judicial Advice / Schemes of Arrangement Approval / Second Hearing (final Approval)
Outcome
Schemes approved
Legal Topics
Managed Investments, Schemes of Arrangement, Responsible Entity Judicial Advice
Corporations Law Equity Managed Investments Schemes of Arrangement Responsible Entity Judicial Advice

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 1 Authorities cited 7 Party arguments 2 Amounts and remedies 6
Sign in to unlock

Parties

Westfield Holdings Limited

First Plaintiff

Westfield Management Limited as responsible entity of the Westfield Trust

Second Plaintiff

Westfield America Management Limited as responsible entity of the Westfield America Trust

Third Plaintiff

RE1 Limited as responsible entity for Westfield Retail Trust 1

First Plaintiff

RE2 Limited as responsible entity for Westfield Retail Trust 2

Second Plaintiff

Procedural Posture

Application for Judicial Advice / Schemes of Arrangement Approval / Second Hearing (final Approval)

Legal Issues

  1. 1 Whether the formal legal and procedural requirements for approval of the trust schemes have been met
  2. 2 Whether the proposal could legitimately be approved by security holders acting reasonably in their own interests
  3. 3 Whether minority interests are dealt with fairly

Ratio Decidendi

The Court was satisfied that all legal and procedural requirements were met, including those advised in earlier hearings; the requisite majority of security holders approved the resolutions; no unfairness to minority interests was established; and thus the schemes were approved.

Court Disposition

Schemes approved

Orders

  • Orders approving the Westfield schemes made in accordance with the documents entitled 'Order dated 23 June 2014' and 'Order' signed and sealed by the Court.