In the matter of Centro Properties Limited and CPT Manager Limited in its capacity as responsible entity of Centro Property Trust [2011] NSWSC 1465

In the matter of Centro Properties Limited and CPT Manager Limited in its capacity as responsible entity of Centro Property Trust [2011] NSWSC 1465

Approval under s 411(4)(b) of the Corporations Act is appropriate as the schemes are fair and reasonable, comply with statutory conditions, no illegality arises, payments to equity holders form part of a valid compromise necessary for ASX listing rule compliance, and the interests of contingent creditors including PwC are appropriately considered and not unfairly prejudiced.

Jurisdiction
Australia
Judgment Date
01 December 2011
Procedural Posture
Scheme of Arrangement Approval / Final Judgment
Outcome
Approval granted for all four schemes of arrangement under s 411(4)(b); ancillary orders made.
Legal Topics
['scheme of Arrangement' 'creditor Interests' 'managed Investment Scheme' 'directors’ Duties' 'approval of Compromise' 'asx Listing Rules']
['corporations Law' 'equity'] ['scheme of Arrangement' 'creditor Interests' 'managed Investment Scheme' 'directors’ Duties' 'approval of Compromise' 'asx Listing Rules']

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Procedural Posture

Scheme of Arrangement Approval / Final Judgment

Legal Issues

  1. 1 ['Whether approval should be granted under s 411(4)(b) of the Corporations Act for schemes of arrangement between CNP and its creditors' 'Whether payment to equity holders is inconsistent with fiduciary duties and the Corporations Act' 'Whether public policy or commercial morality considerations bar approval of the schemes' 'Whether directors had a duty to seek waiver or de-listing to avoid payment to equity holders']

Ratio Decidendi

Approval under s 411(4)(b) of the Corporations Act is appropriate as the schemes are fair and reasonable, comply with statutory conditions, no illegality arises, payments to equity holders form part of a valid compromise necessary for ASX listing rule compliance, and the interests of contingent creditors including PwC are appropriately considered and not unfairly prejudiced.

Court Disposition

Approval granted for all four schemes of arrangement under s 411(4)(b); ancillary orders made.

Orders

  • ['Approving orders under s 411(4)(b) Corporations Act for all four schemes of arrangement as sought by CNP' 'Ancillary orders as applied for by CNP' 'Costs to be determined by further agreement or reserved for argument']