In the matter of Centro Properties Limited and CPT Manager Limited in its capacity as responsible entity of Centro Property Trust [2011] NSWSC 1403

In the matter of Centro Properties Limited and CPT Manager Limited in its capacity as responsible entity of Centro Property Trust [2011] NSWSC 1403

PwC was joined as a defendant because discovery is generally available only between parties and CNP did not materially oppose joinder. Discovery of all six categories was ordered because the documents were likely to throw light on issues potentially relevant to any s 411(4)(b) approval hearing, including fairness to PwC and like creditors, the purposes behind allocating the Junior Stakeholder Amount, possible alternatives to seeking equity holder approval under ASX listing rule 11.2, the source and characterisation of funds to be paid to equity holders, the executed Amendment and Waiver Agreement, and the rationale for amending clause 12.3 of the Implementation Agreement.

Jurisdiction
Australia
Judgment Date
22 November 2011
Procedural Posture
Proceedings Under Corporations Act 2001 (cth) S 411 Concerning Proposed Schemes of Arrangement Between the Plaintiffs and Certain Groups of Their Creditors / Amended Interlocutory Process for Joinder and Discovery Before Anticipated S 411(4)(b) Approval Hearing
Outcome
Application granted; PricewaterhouseCoopers joined as defendant and discovery ordered; costs reserved for future consideration.
Legal Topics
['schemes of Arrangement' 'joinder' 'discovery' 'creditors' 'asx Listing Rule 11.2' "directors' Duties" 'return of Capital' 'managed Investment Scheme Trust Corpus']
['corporations Law' 'civil Procedure'] ['schemes of Arrangement' 'joinder' 'discovery' 'creditors' 'asx Listing Rule 11.2' "directors' Duties" 'return of Capital' 'managed Investment Scheme Trust Corpus']

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Procedural Posture

Proceedings Under Corporations Act 2001 (cth) S 411 Concerning Proposed Schemes of Arrangement Between the Plaintiffs and Certain Groups of Their Creditors / Amended Interlocutory Process for Joinder and Discovery Before Anticipated S 411(4)(b) Approval Hearing

Legal Issues

  1. 1 ['Whether PricewaterhouseCoopers should be joined as a defendant to the s 411 proceedings.' 'Whether the plaintiffs should give discovery of documents in the six categories sought by PricewaterhouseCoopers.' "Whether the documents sought had capacity to throw light on matters relevant to PricewaterhouseCoopers' foreshadowed objections to approval of the schemes under s 411(4)(b)."]

Ratio Decidendi

PwC was joined as a defendant because discovery is generally available only between parties and CNP did not materially oppose joinder. Discovery of all six categories was ordered because the documents were likely to throw light on issues potentially relevant to any s 411(4)(b) approval hearing, including fairness to PwC and like creditors, the purposes behind allocating the Junior Stakeholder Amount, possible alternatives to seeking equity holder approval under ASX listing rule 11.2, the source and characterisation of funds to be paid to equity holders, the executed Amendment and Waiver Agreement, and the rationale for amending clause 12.3 of the Implementation Agreement.

Court Disposition

Application granted; PricewaterhouseCoopers joined as defendant and discovery ordered; costs reserved for future consideration.

Orders

  • ['Order pursuant to rule 2.13(3) of the Supreme Court (Corporations) Rules 1999 that PricewaterhouseCoopers (a firm) be joined as a defendant to these proceedings.' 'Order that the first and second plaintiffs do, not later than 2pm on 23 November 2011, provide discovery to PricewaterhouseCoopers of documents within...