In the matter of Sydney Airport Limited and The Trust Company (Sydney Airport) Limited as responsible entity for Sydney Airport Trust 1 (No 2) [2022] NSWSC 103

In the matter of Sydney Airport Limited and The Trust Company (Sydney Airport) Limited as responsible entity for Sydney Airport Trust 1 (No 2) [2022] NSWSC 103

The Court was satisfied that the applicable statutory requirements and procedural steps for approval of the Company Scheme and Trust Scheme were met, including valid notice, majority support, compliance with disclosure obligations, and no objection from regulators or members. The procedural irregularity involving the auditor was minor and remedied. There was no evidence the scheme was unfair or unreasonable. Judicial advice was granted to the responsible entity to implement the Trust Scheme based on unitholder approval and full opportunity to object.

Jurisdiction
Australia
Judgment Date
11 February 2022
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) and S 63 of the Trustee Act 1925 (nsw) / Second Court Hearing for Approval of Scheme of Arrangement and Judicial Advice
Outcome
Schemes approved; judicial advice given to implement Trust Scheme.
Legal Topics
['schemes of Arrangement' 'judicial Advice to Trustees' 'company Reconstructions']
['corporations Law' 'equity' 'trusts'] ['schemes of Arrangement' 'judicial Advice to Trustees' 'company Reconstructions']

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Procedural Posture

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

Legal Issues

  1. 1 ['Whether the statutory and procedural requirements for the Company Scheme under s 411 of the Corporations Act 2001 (Cth) have been satisfied' 'Whether the Company Scheme is fair and reasonable and should be approved by the Court' 'Whether the Court should provide judicial advice under s 63 of the Trustee Act 1925 (NSW) to the responsible entity regarding implementation of the Trust Scheme']

Ratio Decidendi

The Court was satisfied that the applicable statutory requirements and procedural steps for approval of the Company Scheme and Trust Scheme were met, including valid notice, majority support, compliance with disclosure obligations, and no objection from regulators or members. The procedural irregularity involving the auditor was minor and remedied. There was no evidence the scheme was unfair or unreasonable. Judicial advice was granted to the responsible entity to implement the Trust Scheme based on unitholder approval and full opportunity to object.

Court Disposition

Schemes approved; judicial advice given to implement Trust Scheme.

Orders

  • ['That the Company Scheme is approved under s 411 of the Corporations Act 2001 (Cth) and the explanatory statement requirements are met.' 'That Sydney Airport Limited is exempt from compliance with s 411(11) of the Act for the relevant scheme.' 'That The Trust Company (Sydney Airport) Limited as responsible entity...