In the matter of RBS Group (Australia) Pty Ltd – RBS Group [2012] NSWSC 43

In the matter of RBS Group (Australia) Pty Ltd – RBS Group [2012] NSWSC 43

The scheme of arrangement, involving transfer of the Warrants Business and the extinguishment of RBS N.V. guarantees, is within the jurisdiction of the Court under ss 411 and 413, is not prejudicial, meets statutory requirements, and the amendments are minor and permissible. The Court has power to make the ancillary orders sought, including extinguishing the guarantees, as they are necessary for the effective implementation of the reconstruction scheme.

Parties
Plaintiff: RBS Group (Australia) Pty Ltd; First Defendant: RBS Alternative Investments (Australia) Pty Ltd; Second Defendant: The Royal Bank of Scotland N.V.; Third Defendant: The Royal Bank of Scotland PLC; Fourth Defendant: Graeme Brant
Jurisdiction
Australia
Judgment Date
02 February 2012
Procedural Posture
Scheme of Arrangement (equity Corporate Reconstruction) / Application for Final Orders Approving Scheme of Arrangement
Outcome
Scheme of arrangement approved with minor modifications
Legal Topics
Schemes of Arrangement, Corporate Reconstruction, Members' Schemes, Ancillary Orders, Guarantee Extinguishment
Corporations Law Equity Schemes of Arrangement Corporate Reconstruction Members' Schemes Ancillary Orders Guarantee Extinguishment

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 5 Authorities cited 30 Party arguments 2 Amounts and remedies 3
Sign in to unlock

Parties

RBS Group (Australia) Pty Ltd

Plaintiff

RBS Alternative Investments (Australia) Pty Ltd

First Defendant

The Royal Bank of Scotland N.V.

Second Defendant

The Royal Bank of Scotland PLC

Third Defendant

Graeme Brant

Fourth Defendant

Procedural Posture

Scheme of Arrangement (equity Corporate Reconstruction) / Application for Final Orders Approving Scheme of Arrangement

Legal Issues

  1. 1 Whether the proposed scheme of arrangement and ancillary orders, including the extinguishment of guarantees and transfer of assets/liabilities, should be approved under the Corporations Act 2001 (Cth) ss 411 and 413.
  2. 2 Whether the amendments to the scheme post-member vote are minor and within the Court's power to approve.
  3. 3 Whether the Court has jurisdiction to make ancillary orders under s 413(1)(g), particularly as to the extinguishment of guarantees.

Ratio Decidendi

The scheme of arrangement, involving transfer of the Warrants Business and the extinguishment of RBS N.V. guarantees, is within the jurisdiction of the Court under ss 411 and 413, is not prejudicial, meets statutory requirements, and the amendments are minor and permissible. The Court has power to make the ancillary orders sought, including extinguishing the guarantees, as they are necessary for the effective implementation of the reconstruction scheme.

Court Disposition

Scheme of arrangement approved with minor modifications

Orders

  • The scheme of arrangement between RBSGA and its member is approved pursuant to Corporations Act 2001 (Cth), subject to specified alterations to scheme definitions.
  • RBSGA exempted from section 411(11) requirements per s 411(12).