In the matter of Westfield Holdings Limited & ors; In the matter 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 2) [2014] NSWSC 601

In the matter of Westfield Holdings Limited & ors; In the matter 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 2) [2014] NSWSC 601

The revised proposal was plainly in the interests of Westfield Retail Trust securityholders and, although relatively disadvantageous to Westfield Group securityholders, the independent expert Grant Samuel opined that the adjusted proposal was in the best interests of Westfield Group securityholders in the absence of a superior proposal. Given that opinion, the proper decision whether the proposal was sufficiently attractive was for securityholders at the meetings, and the proposal was not improper to submit or doomed to failure. The supplementary materials had undergone verification, ASIC did not wish to comment, and the Westfield Group materials would disclose that the adjustment was...

Jurisdiction
Australia
Judgment Date
09 May 2014
Procedural Posture
Interlocutory Applications in the Equity Division Corporations List Concerning Reconstructions and Schemes and Managed Investment Trust Schemes of Arrangement / Application After Orders for Convening Meetings and Approving Explanatory Statements, Following Revision of the Proposal
Outcome
Supplementary explanatory statement approved. Supplementary advice given.
Legal Topics
['reconstructions and Schemes' 'responsible Entity' 'trust Scheme of Arrangement' 'judicial Advice' 'supplementary Explanatory Statement' 'revision of Proposal After Meeting Orders']
['corporations' 'managed Investments' 'trusts'] ['reconstructions and Schemes' 'responsible Entity' 'trust Scheme of Arrangement' 'judicial Advice' 'supplementary Explanatory Statement' 'revision of Proposal After Meeting Orders']

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Procedural Posture

Interlocutory Applications in the Equity Division Corporations List Concerning Reconstructions and Schemes and Managed Investment Trust Schemes of Arrangement / Application After Orders for Convening Meetings and Approving Explanatory Statements, Following Revision of the Proposal

Legal Issues

  1. 1 ['Whether supplementary securityholder booklets and explanatory statements concerning the revised proposal should be approved or authorised for distribution.' 'Whether RE1 Limited and RE2 Limited remained justified in convening securityholder meetings and distributing materials concerning the revised proposal.' 'Whether, subject to securityholder approval, amendments to the WRT1 and WRT2 constitutions contemplated by supplementary deeds would be within the powers of alteration conferred by those constitutions and s 601GC of the (CTH) Corporations Act 2001.' 'Whether the revised proposal was appropriate to submit to securityholders notwithstanding that it transferred value from the proposed international Westfield Group to the proposed Australian and New Zealand group.']

Ratio Decidendi

The revised proposal was plainly in the interests of Westfield Retail Trust securityholders and, although relatively disadvantageous to Westfield Group securityholders, the independent expert Grant Samuel opined that the adjusted proposal was in the best interests of Westfield Group securityholders in the absence of a superior proposal. Given that opinion, the proper decision whether the proposal was sufficiently attractive was for securityholders at the meetings, and the proposal was not improper to submit or doomed to failure. The supplementary materials had undergone verification, ASIC did not wish to comment, and the Westfield Group materials would disclose that the adjustment was...

Court Disposition

Supplementary explanatory statement approved. Supplementary advice given.

Orders

  • ["In proceedings 2014/94612, upon the undertaking of Mr Alexander Morris solicitor to pay the appropriate filing fees, the plaintiffs have leave to file a notice of motion seeking the relief set out in the draft order initialled by the judge, dated 9 May 2014, placed with the papers, and located at tab three of the...