In the matter of Pendal Group Limited (No 3) [2023] NSWSC 14

In the matter of Pendal Group Limited (No 3) [2023] NSWSC 14

The scheme of arrangement should be approved as procedural requirements were satisfied, requisite majorities were achieved, non-notification of four French shareholders was a procedural irregularity not causing substantial injustice, ASIC had no objection, independent expert found the scheme fair and reasonable, and there was no opposition; exemption from s 411(11) granted and Court's notice for US law purposes recorded.

Parties
Plaintiff: Pendal Group Limited; Bidder: Perpetual Group Ltd
Jurisdiction
Australia
Judgment Date
24 January 2023
Procedural Posture
Scheme of Arrangement Under Corporations Act S 411 / Second (approval) Court Hearing
Outcome
Scheme of arrangement approved.
Legal Topics
Scheme of Arrangement, Procedural Irregularity, Shareholder Approval, Cross Jurisdictional Notice, US Securities Act Exemption
Corporations Law Equity Scheme of Arrangement Procedural Irregularity Shareholder Approval Cross Jurisdictional Notice US Securities Act Exemption

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Parties

Pendal Group Limited

Plaintiff

Perpetual Group Ltd

Bidder

Procedural Posture

Scheme of Arrangement Under Corporations Act S 411 / Second (approval) Court Hearing

Legal Issues

  1. 1 Whether the scheme of arrangement between Pendal Group Ltd and its shareholders should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth)
  2. 2 Whether procedural irregularities in giving notice to certain overseas shareholders affect validity of scheme meeting
  3. 3 Whether exemption from s 411(11) of the Act should be granted

Ratio Decidendi

The scheme of arrangement should be approved as procedural requirements were satisfied, requisite majorities were achieved, non-notification of four French shareholders was a procedural irregularity not causing substantial injustice, ASIC had no objection, independent expert found the scheme fair and reasonable, and there was no opposition; exemption from s 411(11) granted and Court's notice for US law purposes recorded.

Court Disposition

Scheme of arrangement approved.

Orders

  • Scheme of arrangement between Pendal Group Ltd and its shareholders approved pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth).
  • Pendal Group Ltd exempted from compliance with s 411(11) regarding annexing of order to constitution.