In the matter of Aspen Group Limited; Aspen Funds Management Limited in its capacity as responsible entity of Aspen Property Trust; Aspen Parks Property Management Ltd and Aspen Funds Management Limited in its capacity as responsible entity of Aspen Parks Property Trust [2015] NSWSC 1718

In the matter of Aspen Group Limited; Aspen Funds Management Limited in its capacity as responsible entity of Aspen Property Trust; Aspen Parks Property Management Ltd and Aspen Funds Management Limited in its capacity as responsible entity of Aspen Parks Property Trust [2015] NSWSC 1718

The Court was satisfied that all requirements for convening meetings to consider schemes of arrangement and for responsible entities to seek judicial advice for trust schemes were met, including adequate disclosure, procedural fairness, and compliance with statutory and constitutional requirements. Amendments to the proposal and postponement of meetings were justified by changed circumstances and higher consideration for securityholders. Orders were made as proposed.

Parties
First Plaintiff: Aspen Group Limited; Second Plaintiff: Aspen Funds Management Limited in its capacity as responsible entity of Aspen Property Trust; Third Plaintiff: Aspen Parks Property Management Ltd; Fourth Plaintiff: Aspen Funds Management Limited in its capacity as responsible entity of Aspen Parks Property Trust
Jurisdiction
Australia
Judgment Date
23 October 2015
Procedural Posture
Application Under the Corporations Act 2001 (cth) and Trustee Act 1925 (nsw) Schemes of Arrangement and Judicial Advice / First and Further Hearings on Convening Meetings and Related Orders
Outcome
Orders made in the form proposed by the Plaintiffs on 3 November 2015 (vacating previous orders and making further orders).
Legal Topics
Schemes of Arrangement, Trust Law Judicial Advice, Corporate Mergers, Convening Meetings of Members, Amendment of Trust Constitutions
Corporations Law Equity Trusts Schemes of Arrangement Trust Law Judicial Advice Corporate Mergers Convening Meetings of Members Amendment of Trust Constitutions

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Parties

Aspen Group Limited

First Plaintiff

Aspen Funds Management Limited in its capacity as responsible entity of Aspen Property Trust

Second Plaintiff

Aspen Parks Property Management Ltd

Third Plaintiff

Aspen Funds Management Limited in its capacity as responsible entity of Aspen Parks Property Trust

Fourth Plaintiff

Procedural Posture

Application Under the Corporations Act 2001 (cth) and Trustee Act 1925 (nsw) Schemes of Arrangement and Judicial Advice / First and Further Hearings on Convening Meetings and Related Orders

Legal Issues

  1. 1 Whether to make orders convening meetings of members to consider proposed schemes of arrangement for the merger of Plaintiffs' businesses
  2. 2 Whether judicial advice should be given to responsible entities under s 63 Trustee Act 1925 (NSW)
  3. 3 Whether amendments to trust constitutions are within power under s 601GC Corporations Act and trust deeds

Ratio Decidendi

The Court was satisfied that all requirements for convening meetings to consider schemes of arrangement and for responsible entities to seek judicial advice for trust schemes were met, including adequate disclosure, procedural fairness, and compliance with statutory and constitutional requirements. Amendments to the proposal and postponement of meetings were justified by changed circumstances and higher consideration for securityholders. Orders were made as proposed.

Court Disposition

Orders made in the form proposed by the Plaintiffs on 3 November 2015 (vacating previous orders and making further orders).

Orders

  • Vacated orders made on 23 October 2015.
  • Made further orders to convene meetings for consideration of the amended schemes as proposed by the Plaintiffs.