In the matter of Aventus Holdings Limited and Aventus Capital Limited as responsible entity of the Aventus Retail Property Fund [2022] NSWSC 266

In the matter of Aventus Holdings Limited and Aventus Capital Limited as responsible entity of the Aventus Retail Property Fund [2022] NSWSC 266

The Court approved the Company Scheme because the statutory and procedural requirements under s 411 of the Corporations Act 2001 (Cth) were satisfied, the required majorities voted in favour, disclosure requirements were met, ASIC had no objection, conditions precedent had been satisfied or waived, the independent expert supported the schemes in the absence of a superior proposal, and there was no opposition. The Court gave judicial advice for the Trust Scheme because the relevant resolutions had been passed by unitholders, no opposition appeared, and nothing suggested ACL as responsible entity of ARPF would not be justified in implementing the proposed transaction.

Jurisdiction
Australia
Judgment Date
15 March 2022
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) to Approve a Scheme of Arrangement and Application Under S 63 of the Trustee Act 1925 (nsw) for Judicial Advice Concerning a Trust Scheme / Second Court Hearing After Scheme Meetings
Outcome
Scheme of arrangement approved and judicial advice given in respect of trust scheme.
Legal Topics
['scheme of Arrangement' 'trust Scheme' 'judicial Advice' 'responsible Entity' 'securityholder Approval']
['corporations' 'trusts' 'equity'] ['scheme of Arrangement' 'trust Scheme' 'judicial Advice' 'responsible Entity' 'securityholder Approval']

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Procedural Posture

Application Under S 411 of the Corporations Act 2001 (cth) to Approve a Scheme of Arrangement and Application Under S 63 of the Trustee Act 1925 (nsw) for Judicial Advice Concerning a Trust Scheme / Second Court Hearing After Scheme Meetings

Legal Issues

  1. 1 ['Whether the statutory and procedural requirements for approval of the Company Scheme under s 411 of the Corporations Act 2001 (Cth) were satisfied' 'Whether the Court should exercise its discretion to approve the Company Scheme' 'Whether AHL should be exempted from compliance with s 411(11) of the Corporations Act 2001 (Cth)' 'Whether ACL as responsible entity of ARPF was justified in implementing the Trust Scheme under s 63 of the Trustee Act 1925 (NSW)']

Ratio Decidendi

The Court approved the Company Scheme because the statutory and procedural requirements under s 411 of the Corporations Act 2001 (Cth) were satisfied, the required majorities voted in favour, disclosure requirements were met, ASIC had no objection, conditions precedent had been satisfied or waived, the independent expert supported the schemes in the absence of a superior proposal, and there was no opposition. The Court gave judicial advice for the Trust Scheme because the relevant resolutions had been passed by unitholders, no opposition appeared, and nothing suggested ACL as responsible entity of ARPF would not be justified in implementing the proposed transaction.

Court Disposition

Scheme of arrangement approved and judicial advice given in respect of trust scheme.

Orders

  • ['Orders made approving the Company Scheme and associated orders.' 'Order made under s 411(6) of the Corporations Act 2001 (Cth) amending the Company Scheme to clarify that the Excluded Securityholder is HCL.' 'Order made exempting AHL from compliance with s 411(11) of the Corporations Act 2001 (Cth).' 'Opinion,...