In the matter of Ten Network Holdings Limited (subject to a deed of company arrangement) (receivers and managers appointed) [2017] NSWSC 1529

In the matter of Ten Network Holdings Limited (subject to a deed of company arrangement) (receivers and managers appointed) [2017] NSWSC 1529

The transfer of shares in Ten Network Holdings Limited to CBS's nominee would not unfairly prejudice shareholders as the shares have no residual value—whether on a going concern, distressed, or liquidation basis—supported by expert evidence, creditor decisions, and overall circumstances; alternative proposals could not be implemented post-approval of the deed of company arrangement.

Parties
Plaintiffs: Mark Korda, Jennifer Nettleton and Jarrod Villani as joint and several deed administrators of Ten Network Holdings Limited (subject to a deed of company arrangement) (receivers and managers appointed) and each of the companies listed in the Schedule to the Originating Process; Interested Person: Y Du; Interested Person: D Gubbay; Interested Person: C K Leung
Jurisdiction
Australia
Judgment Date
10 November 2017
Procedural Posture
Corporations Application for Leave to Transfer Shares Under Deed of Company Arrangement / Judgment at First Instance
Outcome
Application granted
Legal Topics
Voluntary Administration, Deed of Company Arrangement, S 444 GA Applications, Unfair Prejudice to Shareholders, Share Transfer in Insolvency
Corporations Law Insolvency Voluntary Administration Deed of Company Arrangement S 444 GA Applications Unfair Prejudice to Shareholders Share Transfer in Insolvency

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Parties

Mark Korda, Jennifer Nettleton and Jarrod Villani as joint and several deed administrators of Ten Network Holdings Limited (subject to a deed of company arrangement) (receivers and managers appointed) and each of the companies listed in the Schedule to the Originating Process

Plaintiffs

Y Du

Interested Person

D Gubbay

Interested Person

C K Leung

Interested Person

Procedural Posture

Corporations Application for Leave to Transfer Shares Under Deed of Company Arrangement / Judgment at First Instance

Legal Issues

  1. 1 Whether the transfer of shares in Ten Network Holdings Limited under s 444GA of the Corporations Act 2001 (Cth) would unfairly prejudice the interests of shareholders
  2. 2 Whether shareholders have any residual equity that would be lost by the share transfer
  3. 3 Whether the deed administrators' process and sale were adequate

Ratio Decidendi

The transfer of shares in Ten Network Holdings Limited to CBS's nominee would not unfairly prejudice shareholders as the shares have no residual value—whether on a going concern, distressed, or liquidation basis—supported by expert evidence, creditor decisions, and overall circumstances; alternative proposals could not be implemented post-approval of the deed of company arrangement.

Court Disposition

Application granted

Orders

  • The Court grants leave pursuant to s 444GA of the Corporations Act 2001 (Cth) to transfer the shares in Ten Network Holdings Limited pursuant to the deed of company arrangement.
  • The deed of company arrangement is varied in accordance with the variation sought in the Plaintiffs' Interlocutory Process dated 2 November 2017.