Centro Retail Limited and Centro MCS Manager Limited in its capacity as Responsible Entity of Centro Retail Trust [2011] NSWSC 1321

Centro Retail Limited and Centro MCS Manager Limited in its capacity as Responsible Entity of Centro Retail Trust [2011] NSWSC 1321

The court has power under s 1319 of the Corporations Act 2001 (Cth) to direct and authorise the dispatch of supplementary documents to members where the meeting has been ordered under s 411(1) and explanatory material has already been sent, as such a direction is ancillary or consequential to the conduct of the meeting.

Parties
Plaintiff: Centro Retail Limited; Plaintiff: Centro MCS Manager Limited in its capacity as Responsible Entity of Centro Retail Trust
Jurisdiction
Australia
Judgment Date
04 November 2011
Procedural Posture
Corporations Scheme of Arrangement / Interlocutory Application
Outcome
Application granted; direction made authorising dispatch of updated explanatory materials to members before scheme meeting.
Legal Topics
Schemes of Arrangement, Court Approval for Supplementary Information to Members, Directions Under S 1319 Corporations Act
Corporations Law Equity Schemes of Arrangement Court Approval for Supplementary Information to Members Directions Under S 1319 Corporations Act

Case Brief

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Parties

Centro Retail Limited

Plaintiff

Centro MCS Manager Limited in its capacity as Responsible Entity of Centro Retail Trust

Plaintiff

Procedural Posture

Corporations Scheme of Arrangement / Interlocutory Application

Legal Issues

  1. 1 Whether the company may dispatch further explanatory material to members for a meeting already convened by court order pursuant to s 411(1) of the Corporations Act 2001 (Cth)
  2. 2 What is the appropriate court power or statutory basis for authorising the dispatch of supplementary material after the original notice and explanatory statement have been sent

Ratio Decidendi

The court has power under s 1319 of the Corporations Act 2001 (Cth) to direct and authorise the dispatch of supplementary documents to members where the meeting has been ordered under s 411(1) and explanatory material has already been sent, as such a direction is ancillary or consequential to the conduct of the meeting.

Court Disposition

Application granted; direction made authorising dispatch of updated explanatory materials to members before scheme meeting.

Orders

  • Direct pursuant to s 1319 of the Corporations Act 2001 (Cth) that the plaintiffs do, by 9 November 2011, send the letter titled 'Update on CER debt extensions and standstill agreements' and document titled 'Supplementary Prospectus and Supplementary Product Disclosure Statement' at annexures A and B respectively to...
  • Order to be entered forthwith.