In the matter of Westfield Holdings Limited & ors (No 4) [2014] NSWSC 818

In the matter of Westfield Holdings Limited & ors (No 4) [2014] NSWSC 818

The Court was satisfied that the convening and disclosure orders had been complied with, the statutory majorities were comfortably exceeded, ASIC had provided a no-objection statement and the Explanatory Statement was registered, the independent expert supported the scheme in the absence of a superior proposal, and substantial securityholder support indicated the schemes were fair and reasonable. Approval was appropriate subject to the interdependent WRT schemes also being approved, but formal orders were deferred pending consideration of those schemes.

Jurisdiction
Australia
Judgment Date
13 June 2014
Procedural Posture
Corporations Schemes of Arrangement and Associated Trust Schemes / Second Hearing; Interlocutory Applications
Outcome
Scheme approved, subject to outcome of related schemes; proceedings adjourned for orders.
Legal Topics
['schemes of Arrangement' 'arrangements and Reconstructions' 'judicial Advice' 'trust Schemes' 'securityholder Approval' 'explanatory Statements']
['corporations' 'equity' 'trusts'] ['schemes of Arrangement' 'arrangements and Reconstructions' 'judicial Advice' 'trust Schemes' 'securityholder Approval' 'explanatory Statements']

Case Brief

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Procedural Posture

Corporations Schemes of Arrangement and Associated Trust Schemes / Second Hearing; Interlocutory Applications

Legal Issues

  1. 1 ['Whether the company scheme should be approved under Corporations Act 2001 (Cth) s 411(4)(b).' 'Whether judicial advice should be given under Trustee Act 1925 (NSW) s 63 that the responsible entities would be justified in acting on securityholder resolutions approving the trust schemes and taking necessary steps to implement them.' 'Whether the statutory requirements for approval of the company scheme, including compliance with convening orders, requisite majorities, ASIC requirements, and disclosure, were satisfied.' 'Whether the schemes were fair and reasonable.' 'Whether the plaintiffs should be exempted under s 411(12) from compliance with s 411(11).']

Ratio Decidendi

The Court was satisfied that the convening and disclosure orders had been complied with, the statutory majorities were comfortably exceeded, ASIC had provided a no-objection statement and the Explanatory Statement was registered, the independent expert supported the scheme in the absence of a superior proposal, and substantial securityholder support indicated the schemes were fair and reasonable. Approval was appropriate subject to the interdependent WRT schemes also being approved, but formal orders were deferred pending consideration of those schemes.

Court Disposition

Scheme approved, subject to outcome of related schemes; proceedings adjourned for orders.

Orders

  • ['Proceedings adjourned to 23 June 2014 at 10am for orders.']