In the matter of Infinite Water Holdings Limited (subject to deed of company arrangement) [2024] NSWSC 1096

In the matter of Infinite Water Holdings Limited (subject to deed of company arrangement) [2024] NSWSC 1096

Leave should be granted under s 444GA to transfer all shares in Infinite Water Holdings Limited to the deed proponents, as there is no residual value in the shares, no prospect of a return to shareholders upon liquidation, and therefore no unfair prejudice is established. Associated orders under s 447A and regarding costs are also appropriate.

Parties
First Plaintiffs: Brett Stephen Lord and Richard Andrew Stone in their capacity as joint and several deed administrators of Infinite Water Holdings Limited (subject to deed of company arrangement); Second Plaintiff: Infinite Water Holdings Ltd (subject to deed of company arrangement)
Jurisdiction
Australia
Judgment Date
27 August 2024
Procedural Posture
Corporations Application Under S 444 GA of the Corporations Act 2001 (cth) / Application for Orders to Transfer Shares and Associated Relief
Outcome
Plaintiffs granted leave under s 444GA of the Corporations Act 2001 (Cth) to transfer shares and associated orders made.
Legal Topics
Voluntary Administration, Deed of Company Arrangement, Share Transfer Without Shareholder Consent, Unfair Prejudice to Shareholders
Corporations Law Insolvency Law Voluntary Administration Deed of Company Arrangement Share Transfer Without Shareholder Consent Unfair Prejudice to Shareholders

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Parties

Brett Stephen Lord and Richard Andrew Stone in their capacity as joint and several deed administrators of Infinite Water Holdings Limited (subject to deed of company arrangement)

First Plaintiffs

Infinite Water Holdings Ltd (subject to deed of company arrangement)

Second Plaintiff

Procedural Posture

Corporations Application Under S 444 GA of the Corporations Act 2001 (cth) / Application for Orders to Transfer Shares and Associated Relief

Legal Issues

  1. 1 Whether leave should be granted under s 444GA of the Corporations Act 2001 (Cth) to transfer shares pursuant to the deed of company arrangement
  2. 2 Whether the transfer would unfairly prejudice shareholders

Ratio Decidendi

Leave should be granted under s 444GA to transfer all shares in Infinite Water Holdings Limited to the deed proponents, as there is no residual value in the shares, no prospect of a return to shareholders upon liquidation, and therefore no unfair prejudice is established. Associated orders under s 447A and regarding costs are also appropriate.

Court Disposition

Plaintiffs granted leave under s 444GA of the Corporations Act 2001 (Cth) to transfer shares and associated orders made.

Orders

  • Leave granted under s 444GA of the Corporations Act 2001 (Cth) for transfer of all shares in Infinite Water Holdings Ltd (subject to deed of company arrangement) to the proponents
  • Order under s 447A of the Corporations Act 2001 (Cth) as to the mechanics of the transfer