In the matter of Sunland Group Limited (No 2) [2025] NSWSC 73

In the matter of Sunland Group Limited (No 2) [2025] NSWSC 73

The scheme of arrangement was approved as all statutory and procedural requirements were satisfied, full disclosure was made, the scheme was considered fair and reasonable, shareholders approved it by requisite majority, and no party opposed. An exemption under s 411(12) was granted as shareholder rights were not modified.

Parties
Plaintiff: Sunland Group Limited; Bidder: Sun Holdings GC Pty Ltd
Jurisdiction
Australia
Judgment Date
18 February 2025
Procedural Posture
Application for Approval of Scheme of Arrangement / Second Court Hearing
Outcome
Orders made approving scheme of arrangement; exemption under s 411(12) granted.
Legal Topics
Scheme of Arrangement, Arrangements and Reconstructions, Approval Under S 411 Corporations Act

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Parties

Sunland Group Limited

Plaintiff

Sun Holdings GC Pty Ltd

Bidder

Procedural Posture

Application for Approval of Scheme of Arrangement / Second Court Hearing

  1. 1 Whether scheme of arrangement should be approved under s 411 of Corporations Act 2001 (Cth)
  2. 2 Whether formal requirements for scheme approval are satisfied
  3. 3 Whether an exemption under s 411(12) should be granted

Ratio Decidendi

The scheme of arrangement was approved as all statutory and procedural requirements were satisfied, full disclosure was made, the scheme was considered fair and reasonable, shareholders approved it by requisite majority, and no party opposed. An exemption under s 411(12) was granted as shareholder rights were not modified.

Court Disposition

Orders made approving scheme of arrangement; exemption under s 411(12) granted.

Orders

  • Scheme of arrangement approved under s 411 of Corporations Act 2001 (Cth)
  • Exemption under s 411(12) from compliance with s 411(11) granted