Prime Infrastructure Holdings Ltd [2010] NSWSC 1104

Prime Infrastructure Holdings Ltd [2010] NSWSC 1104

The Court was sufficiently persuaded that the market-based cash alternatives did not create a class issue requiring refusal of the s 411(1) order, and any s 411(17) question was premature at this stage. With no issue about disclosure, procedure or ASIC's opportunity to examine the scheme, orders convening the meeting and judicial advice were made.

Jurisdiction
Australia
Judgment Date
24 September 2010
Procedural Posture
Application Under S 411(1) of the Corporations Act 2001 (cth) for Convening of a Meeting of Members and Under S 63 of the Trustee Act 1925 for Judicial Advice / First Court Hearing / Meeting Convening Stage
Outcome
Orders made under s 411(1) for convening a meeting of members and under s 63 giving judicial advice.
Legal Topics
['part 5.1 Scheme of Arrangement' 'acquisition of Stapled Securities' 'amendment of Managed Investment Scheme Constitutions' 'scheme Consideration' 'class Composition' 'scheme Liquidity Facility' 'section 411(17) Implications' 'judicial Advice']
['corporations' 'equity' 'trusts' 'managed Investment Schemes'] ['part 5.1 Scheme of Arrangement' 'acquisition of Stapled Securities' 'amendment of Managed Investment Scheme Constitutions' 'scheme Consideration' 'class Composition' 'scheme Liquidity Facility' 'section 411(17) Implications' 'judicial Advice']

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Procedural Posture

Application Under S 411(1) of the Corporations Act 2001 (cth) for Convening of a Meeting of Members and Under S 63 of the Trustee Act 1925 for Judicial Advice / First Court Hearing / Meeting Convening Stage

Legal Issues

  1. 1 ['Whether the consideration provisions, including cash treatment for foreign holders and the Scheme Liquidity Facility, created distinct classes of holders for Part 5.1 purposes.' 'Whether possible implications under s 411(17) of the Corporations Act 2001 (Cth) should prevent orders convening the meeting at the s 411(1) stage.' 'Whether orders should be made for convening a meeting of members of PIH and for judicial advice to the responsible entities of the managed investment schemes.']

Ratio Decidendi

The Court was sufficiently persuaded that the market-based cash alternatives did not create a class issue requiring refusal of the s 411(1) order, and any s 411(17) question was premature at this stage. With no issue about disclosure, procedure or ASIC's opportunity to examine the scheme, orders convening the meeting and judicial advice were made.

Court Disposition

Orders made under s 411(1) for convening a meeting of members and under s 63 giving judicial advice.

Orders

  • ['Orders relating to the convening of a meeting of members of PIH under s 411(1) of the Corporations Act 2001 (Cth).' 'Orders under s 63 of the Trustee Act 1925 giving the opinion, direction or advice of the court to the responsible entities of the two managed investment schemes.' 'Judicial advice that the...