Permanent Trustee Company [2002] NSWSC 1177

Permanent Trustee Company [2002] NSWSC 1177

The court approved the scheme because all procedural and statutory preconditions were established, ASIC had provided the relevant statement, all conditions precedent had been satisfied, the application had been advertised, no opposition was made, members had approved the scheme by overwhelming majorities, the independent expert report supported the conclusion that the merger was in members' best interests and fair and reasonable, and the changes to the scheme were only minor and technical and did not affect members' substantive rights.

Jurisdiction
Australia
Judgment Date
06 December 2002
Procedural Posture
Application for Approval of a Part 5.1 Scheme of Arrangement Under S.411(4)(b) of the Corporations Act 2001 (cth) / Approval Hearing After Member Meeting
Outcome
Scheme of arrangement approved.
Legal Topics
['scheme of Arrangement' 'court Approval Under S.411(4)(b)' 'fairness and Reasonableness of Scheme' 'member Approval' 'minor Modifications to Scheme']
['corporations Law' 'equity'] ['scheme of Arrangement' 'court Approval Under S.411(4)(b)' 'fairness and Reasonableness of Scheme' 'member Approval' 'minor Modifications to Scheme']

Case Brief

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Procedural Posture

Application for Approval of a Part 5.1 Scheme of Arrangement Under S.411(4)(b) of the Corporations Act 2001 (cth) / Approval Hearing After Member Meeting

Legal Issues

  1. 1 ['Whether the procedural requirements for approval of the scheme of arrangement under s.411(4)(b) of the Corporations Act 2001 (Cth) were satisfied.' 'Whether the scheme was fair and reasonable so that the court should exercise its discretion to approve it.' 'Whether minor and technical changes to the scheme from the form sent to members could be approved under s.411(6).' 'Whether the court should express any view about satisfaction of requirements for exemption under s.3(a)(10) of the Securities Act 1933 of the United States.']

Ratio Decidendi

The court approved the scheme because all procedural and statutory preconditions were established, ASIC had provided the relevant statement, all conditions precedent had been satisfied, the application had been advertised, no opposition was made, members had approved the scheme by overwhelming majorities, the independent expert report supported the conclusion that the merger was in members' best interests and fair and reasonable, and the changes to the scheme were only minor and technical and did not affect members' substantive rights.

Court Disposition

Scheme of arrangement approved.

Orders

  • ['Orders made in accordance with the short minutes of order initialled and dated by the court.' 'The orders may be taken out forthwith.']