In the matter of Magellan Asset Management Limited as responsible entity of the Magellan Global Fund [2024] NSWSC 858

In the matter of Magellan Asset Management Limited as responsible entity of the Magellan Global Fund [2024] NSWSC 858

Because the Unitholder Materials had been distributed in accordance with earlier judicial advice, the necessary unitholder and closed class unitholder resolutions were passed by the requisite and substantial majorities, MAML and its related entities and associates did not vote, notice of the application was given, no unitholder appeared to oppose the application, and ASX had indicated it would agree to delisting subject to conditions, MAML was justified in taking the necessary steps to implement the Conversion Proposal and related constitutional amendments.

Jurisdiction
Australia
Judgment Date
15 July 2024
Procedural Posture
Application for Judicial Advice Under S 63 of the Trustee Act 1925 (nsw) Concerning Implementation of a Trust Scheme / Second Court Hearing
Outcome
Plaintiff would be justified in giving effect to and implementing the trust scheme and giving effect to consequential constitutional amendments.
Legal Topics
['trust Scheme' 'judicial Advice' 'responsible Entity' 'unitholder Resolutions' 'conversion of Closed Class Units to Open Class Units' 'constitutional Amendments' 'asx Delisting']
['corporations' 'trusts' 'equity'] ['trust Scheme' 'judicial Advice' 'responsible Entity' 'unitholder Resolutions' 'conversion of Closed Class Units to Open Class Units' 'constitutional Amendments' 'asx Delisting']

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Procedural Posture

Application for Judicial Advice Under S 63 of the Trustee Act 1925 (nsw) Concerning Implementation of a Trust Scheme / Second Court Hearing

Legal Issues

  1. 1 ['Whether Magellan Asset Management Limited as responsible entity of the Magellan Global Fund would be justified in giving effect to and implementing the conversion of closed class units to open class units quoted on the Australian Securities Exchange under the AQUA rules.' 'Whether Magellan Asset Management Limited would be justified in giving effect to amendments to the Magellan Global Fund constitution set out in the Supplemental Deed Poll and doing all things necessary to effect the Conversion Proposal.']

Ratio Decidendi

Because the Unitholder Materials had been distributed in accordance with earlier judicial advice, the necessary unitholder and closed class unitholder resolutions were passed by the requisite and substantial majorities, MAML and its related entities and associates did not vote, notice of the application was given, no unitholder appeared to oppose the application, and ASX had indicated it would agree to delisting subject to conditions, MAML was justified in taking the necessary steps to implement the Conversion Proposal and related constitutional amendments.

Court Disposition

Plaintiff would be justified in giving effect to and implementing the trust scheme and giving effect to consequential constitutional amendments.

Orders

  • ['Pursuant to s 63 of the Trustee Act 1925 (NSW), MAML would be justified in giving effect to and implementing the conversion of the closed class units in MGF to open class units in MGF quoted on the Australian Securities Exchange under the AQUA rules.' "MAML would be justified in giving effect to the amendments to...