In the matter of Sydney Airport Limited and The Trust Company (Sydney Airport) Limited as responsible entity for Sydney Airport Trust 1 [2022] NSWSC 25

In the matter of Sydney Airport Limited and The Trust Company (Sydney Airport) Limited as responsible entity for Sydney Airport Trust 1 [2022] NSWSC 25

The court is satisfied that Sydney Airport Limited is a Part 5.1 body, that the proposed scheme is an arrangement within the meaning of s 411 of the Corporations Act 2001 (Cth), and that the scheme booklet provides proper disclosure to members. There is no reason to doubt that the proposed arrangements are bona fide and properly proposed. The responsible entity is justified in convening meetings of unitholders to consider the trust scheme, and in proceeding on the basis that, if approved, the constitutional amendments are within its powers. The orders sought to convene scheme meetings and approve distribution of the scheme booklet are accordingly granted.

Jurisdiction
Australia
Judgment Date
21 January 2022
Procedural Posture
Scheme of Arrangement and Judicial Advice / First Court Hearing – Orders Sought to Convene Meetings and Approve Scheme Booklet
Outcome
Orders made convening scheme meetings and approving scheme booklet for distribution; responsible entity justified in proceeding for trust scheme.
Legal Topics
['schemes of Arrangement' 'managed Investment Schemes' 'judicial Advice' 'meetings of Securityholders' 'constitutional Amendments' 'exclusivity Provisions' 'break Fees' 'voting Exclusions']
['corporations Law' 'trust Law' 'equity'] ['schemes of Arrangement' 'managed Investment Schemes' 'judicial Advice' 'meetings of Securityholders' 'constitutional Amendments' 'exclusivity Provisions' 'break Fees' 'voting Exclusions']

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Procedural Posture

Scheme of Arrangement and Judicial Advice / First Court Hearing – Orders Sought to Convene Meetings and Approve Scheme Booklet

Legal Issues

  1. 1 ['Whether to order convening of scheme meetings under s 411 of Corporations Act 2001 (Cth)' 'Whether scheme booklet provides proper disclosure' 'Whether responsible entity justified in convening trust scheme meetings and proceeding with constitutional amendments' 'Whether classes of securityholders/voting are appropriate' 'Whether exclusivity and break fee provisions are reasonable' 'Performance risk and delivery of scheme consideration']

Ratio Decidendi

The court is satisfied that Sydney Airport Limited is a Part 5.1 body, that the proposed scheme is an arrangement within the meaning of s 411 of the Corporations Act 2001 (Cth), and that the scheme booklet provides proper disclosure to members. There is no reason to doubt that the proposed arrangements are bona fide and properly proposed. The responsible entity is justified in convening meetings of unitholders to consider the trust scheme, and in proceeding on the basis that, if approved, the constitutional amendments are within its powers. The orders sought to convene scheme meetings and approve distribution of the scheme booklet are accordingly granted.

Court Disposition

Orders made convening scheme meetings and approving scheme booklet for distribution; responsible entity justified in proceeding for trust scheme.

Orders

  • ['Order made convening company scheme meeting under s 411 of Corporations Act' 'Order approving scheme booklet for distribution to shareholders' 'Responsible entity justified in convening meetings of unitholders for trust scheme' 'Responsible entity justified in proceeding with constitutional amendments if approved...