In the matter of Novion Limited (No 2) [2015] NSWSC 1296

In the matter of Novion Limited (No 2) [2015] NSWSC 1296

The scheme was approved because the meetings were properly convened, the Explanatory Memorandum was distributed, the statutory voting thresholds under Corporations Act, s 411(4) were satisfied by an overwhelming majority, ASIC had no objection, no security-holder opposed the scheme, and the independent expert's report supported the conclusion that the scheme was fair and reasonable. The same matters supported judicial advice that Novion RE Limited would be justified in implementing the associated trust scheme transactions and amendments.

Jurisdiction
Australia
Judgment Date
29 May 2015
Procedural Posture
Corporations List Application for Approval of a Scheme of Arrangement and Judicial Advice Concerning Associated Trust Scheme Resolutions / Second Hearing After Scheme and Trust Meetings
Outcome
Scheme of arrangement approved and judicial advice given.
Legal Topics
['schemes of Arrangement' 'stapled Securities' 'shareholder Approval' 'judicial Advice to Responsible Entity' 'asic No Objection' 'us Securities Act Exemption']
['corporations' 'equity' 'trusts'] ['schemes of Arrangement' 'stapled Securities' 'shareholder Approval' 'judicial Advice to Responsible Entity' 'asic No Objection' 'us Securities Act Exemption']

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 1 Authorities cited 2 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Procedural Posture

Corporations List Application for Approval of a Scheme of Arrangement and Judicial Advice Concerning Associated Trust Scheme Resolutions / Second Hearing After Scheme and Trust Meetings

Legal Issues

  1. 1 ['Whether the procedures for convening and holding the scheme meeting and trust meeting were complied with.' 'Whether the statutory voting requirements for approval of the company scheme under Corporations Act, s 411(4) were satisfied.' "Whether the Court should approve the scheme as fair and reasonable in circumstances including overwhelming security-holder support, an independent expert's report, no opposition and ASIC's no objection." 'Whether judicial advice should be given that Novion RE Limited would be justified in implementing the trust scheme transactions and constitutional amendments.' "Whether the Court should record matters relevant to Federation Group's reliance on the exemption in (US) Securities Act of 1933, s 3(a)(10)."]

Ratio Decidendi

The scheme was approved because the meetings were properly convened, the Explanatory Memorandum was distributed, the statutory voting thresholds under Corporations Act, s 411(4) were satisfied by an overwhelming majority, ASIC had no objection, no security-holder opposed the scheme, and the independent expert's report supported the conclusion that the scheme was fair and reasonable. The same matters supported judicial advice that Novion RE Limited would be justified in implementing the associated trust scheme transactions and amendments.

Court Disposition

Scheme of arrangement approved and judicial advice given.

Orders

  • ['In proceedings 2015/88147, pursuant to Corporations Act, s 411(4)(b), the scheme of arrangement between the plaintiff and its members, the terms of which are contained in annexure E to the document behind tab 6 of exhibit PXO3 in this proceeding, be approved.' 'In proceedings 2015/88147, pursuant to s 411(12) of...