Westpac Banking Corporation (ACN 007 457 141), in the matter of St George Bank Limited (ACN 055 513 070) [2010] FCA 148

Westpac Banking Corporation (ACN 007 457 141), in the matter of St George Bank Limited (ACN 055 513 070) [2010] FCA 148

Because the required regulatory steps and approvals had been obtained, APRA had issued a certificate for the total transfer of St George Bank's business to Westpac effective 1 March 2010, ASIC did not object, notice had been advertised, and the schemes were in connection with an amalgamation rather than a reconstruction, it was appropriate to order deregistration of St George Bank without winding up under s 413(1)(d) of the Corporations Act 2001 (Cth) to take effect on the same day as the transfer certificate came into force.

Jurisdiction
Australia
Judgment Date
23 February 2010
Procedural Posture
Application Under S 413(1)(d) of the Corporations Act 2001 (cth) for Deregistration Without Winding Up Following Schemes of Arrangement and a Business Transfer / Final Orders and Reasons for Judgment on Application
Outcome
Orders made in terms of the short minutes of order; Westpac joined and ASIC directed to deregister St George Bank without winding up subject to provision of the APRA certificate.
Legal Topics
['schemes of Arrangement' 'deregistration Without Winding Up' 'transfer of Banking Business' 'amalgamation' 'doctrine of Universal Succession']
['corporations Law' 'banking and Financial Regulation'] ['schemes of Arrangement' 'deregistration Without Winding Up' 'transfer of Banking Business' 'amalgamation' 'doctrine of Universal Succession']

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Procedural Posture

Application Under S 413(1)(d) of the Corporations Act 2001 (cth) for Deregistration Without Winding Up Following Schemes of Arrangement and a Business Transfer / Final Orders and Reasons for Judgment on Application

Legal Issues

  1. 1 ['Whether St George Bank should be deregistered by ASIC without winding up under s 413(1)(d) of the Corporations Act 2001 (Cth).' 'Whether the prior schemes of arrangement were in connection with an amalgamation of St George Bank and Westpac.' 'Whether deregistration should occur on the same day as the APRA certificate of transfer under s 18 of the Financial Sector (Business Transfer and Group Restructure) Act 1999 (Cth) comes into force to avoid any hiatus.']

Ratio Decidendi

Because the required regulatory steps and approvals had been obtained, APRA had issued a certificate for the total transfer of St George Bank's business to Westpac effective 1 March 2010, ASIC did not object, notice had been advertised, and the schemes were in connection with an amalgamation rather than a reconstruction, it was appropriate to order deregistration of St George Bank without winding up under s 413(1)(d) of the Corporations Act 2001 (Cth) to take effect on the same day as the transfer certificate came into force.

Court Disposition

Orders made in terms of the short minutes of order; Westpac joined and ASIC directed to deregister St George Bank without winding up subject to provision of the APRA certificate.

Orders

  • ['Westpac Banking Corporation be joined as a party to the proceeding.' 'As soon as practicable after being provided with a certificate of transfer issued by APRA under section 18 of the Financial Sector (Business Transfer and Group Restructure) Act 1999 (Cth) in respect of the transfer of the business of St George...