In the matter of Aveo Group Limited and Aveo Funds Management Limited [2019] NSWSC 1679

In the matter of Aveo Group Limited and Aveo Funds Management Limited [2019] NSWSC 1679

The Court approved the Company Scheme because the procedural requirements and Court orders had been complied with, the requisite statutory majorities approved the scheme, ASIC had no objection, the independent expert supported the scheme in the absence of a superior proposal, and an intelligent and honest properly informed member might approve it. The alteration concerning New Zealand resident securityholders was appropriate because it prevented breach of New Zealand securities laws and did not prejudice members or affect the scheme's substance. The Court gave judicial advice because the Trust Scheme resolutions had been approved by unitholders, procedural requirements were satisfied, and...

Jurisdiction
Australia
Judgment Date
28 November 2019
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) for Approval of a Scheme of Arrangement and Application Under S 63 of the Trustee Act 1925 (nsw) for Judicial Advice by a Responsible Entity / Second Court Hearing
Outcome
Orders made approving the Company Scheme. Judicial advice given to the effect that the Second Plaintiff is justified in implementing the Trust Scheme.
Legal Topics
['schemes of Arrangement' 'approval of Company Scheme' 'judicial Advice' 'responsible Entity' 'trust Scheme' 'unitholder Approval' 'scrip Consideration for New Zealand Securityholders']
['corporations' 'managed Investments' 'trusts' 'equity'] ['schemes of Arrangement' 'approval of Company Scheme' 'judicial Advice' 'responsible Entity' 'trust Scheme' 'unitholder Approval' 'scrip Consideration for New Zealand Securityholders']

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Procedural Posture

Application Under S 411 of the Corporations Act 2001 (cth) for Approval of a Scheme of Arrangement and Application Under S 63 of the Trustee Act 1925 (nsw) for Judicial Advice by a Responsible Entity / Second Court Hearing

Legal Issues

  1. 1 ['Whether the Company Scheme should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether an alteration to the Company Scheme concerning New Zealand resident securityholders who were not wholesale investors should be made.' 'Whether compliance with s 411(11) of the Corporations Act 2001 (Cth) was required and whether an exemption order under s 411(12) should be made.' 'Whether Aveo Funds RE should be given judicial advice under s 63 of the Trustee Act 1925 (NSW) that it was justified in implementing the Trust Scheme.']

Ratio Decidendi

The Court approved the Company Scheme because the procedural requirements and Court orders had been complied with, the requisite statutory majorities approved the scheme, ASIC had no objection, the independent expert supported the scheme in the absence of a superior proposal, and an intelligent and honest properly informed member might approve it. The alteration concerning New Zealand resident securityholders was appropriate because it prevented breach of New Zealand securities laws and did not prejudice members or affect the scheme's substance. The Court gave judicial advice because the Trust Scheme resolutions had been approved by unitholders, procedural requirements were satisfied, and...

Court Disposition

Orders made approving the Company Scheme. Judicial advice given to the effect that the Second Plaintiff is justified in implementing the Trust Scheme.

Orders

  • ['The Company Scheme was approved under s 411(4) of the Corporations Act 2001 (Cth).' 'The Court gave judicial advice under s 63 of the Trustee Act 1925 (NSW) that Aveo Funds RE was justified in implementing the Trust Scheme in accordance with the resolutions passed by unitholders of the Trust.' 'An exemption order...