Investa Properties Limited, in the matter of Investa Properties Limited [2007] FCA 1104

Investa Properties Limited, in the matter of Investa Properties Limited [2007] FCA 1104

The orders to convene the members’ meeting and approve the explanatory statement were appropriate because the scheme was fair and reasonable, with the ‘vesting free of encumbrances’ term adequately qualified to protect third party interests (‘to the extent permitted by law’), supported by procedural safeguards and market evidence, and no apparent prejudice to shareholders or third parties.

Parties
Plaintiff: Investa Properties Limited; Interested Party: Post Bidco Pty Limited (Morgan Stanley Bidco)
Jurisdiction
Australia
Judgment Date
18 July 2007
Procedural Posture
Corporations Scheme of Arrangement / First Court Hearing for Orders to Convene Meeting Under S 411(1) Corporations Act 2001 (cth)
Outcome
Orders made that Investa convene a meeting of members to consider the scheme of arrangement, with directions as to content of scheme booklet, advertisements, and future hearing date for approval of the scheme.
Legal Topics
Schemes of Arrangement, Encumbrances on Shares, No Shop and Break Fee Provisions, Acquisition of Shares, Shareholder Meetings, ASIC Modifications
Corporations Law Equity Commercial Law Schemes of Arrangement Encumbrances on Shares No Shop and Break Fee Provisions Acquisition of Shares Shareholder Meetings +1 more

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Parties

Investa Properties Limited

Plaintiff

Post Bidco Pty Limited (Morgan Stanley Bidco)

Interested Party

Procedural Posture

Corporations Scheme of Arrangement / First Court Hearing for Orders to Convene Meeting Under S 411(1) Corporations Act 2001 (cth)

Legal Issues

  1. 1 Whether to order the convening of a meeting of members under s 411(1) of the Corporations Act 2001 (Cth) to consider a proposed scheme of arrangement including a vesting free of encumbrances term.
  2. 2 Appropriateness and effect of a ‘vesting free of encumbrances’ term in the scheme of arrangement.
  3. 3 Whether the Court should approve the explanatory statement and convene the meeting given the presence of such a term and the due diligence and procedural safeguards in place.

Ratio Decidendi

The orders to convene the members’ meeting and approve the explanatory statement were appropriate because the scheme was fair and reasonable, with the ‘vesting free of encumbrances’ term adequately qualified to protect third party interests (‘to the extent permitted by law’), supported by procedural safeguards and market evidence, and no apparent prejudice to shareholders or third parties.

Court Disposition

Orders made that Investa convene a meeting of members to consider the scheme of arrangement, with directions as to content of scheme booklet, advertisements, and future hearing date for approval of the scheme.

Orders

  • That Investa Properties Limited convene a meeting of all holders of shares for the purpose of considering and agreeing to a scheme of arrangement substantially in the form of the draft exhibited.
  • Share Scheme Meeting to be held at 10 am on 22 August 2007 at Sheraton Four Points, Sydney.