In the matter of Sunland Group Limited [2024] NSWSC 1591

In the matter of Sunland Group Limited [2024] NSWSC 1591

The requirements for convening a members' scheme meeting under s 411 of the Corporations Act 2001 (Cth) are satisfied: Sunland is a Part 5.1 body, the proposed arrangement is bona fide, procedural and ASIC requirements are met, no apparent flaw is found, and members will be properly informed. No reason is identified to refuse to convene the scheme meeting regardless of the quantum of a permitted dividend linked to scheme consideration.

Parties
Plaintiff: Sunland Group Limited; Bidder: Sun Holdings GC Pty Ltd
Jurisdiction
Australia
Judgment Date
11 December 2024
Procedural Posture
Corporations Scheme of Arrangement / First Court Hearing (orders Convening Scheme Meeting)
Outcome
Orders made convening scheme meeting and associated orders.
Legal Topics
Schemes of Arrangement, Arrangements and Reconstructions, Meetings of Members, Acquisition Schemes
Corporations Law Equity Schemes of Arrangement Arrangements and Reconstructions Meetings of Members Acquisition Schemes

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Parties

Sunland Group Limited

Plaintiff

Sun Holdings GC Pty Ltd

Bidder

Procedural Posture

Corporations Scheme of Arrangement / First Court Hearing (orders Convening Scheme Meeting)

Legal Issues

  1. 1 Whether to make orders convening a meeting of members to consider the scheme of arrangement under s 411 of the Corporations Act 2001 (Cth)
  2. 2 Whether requirements of s 411 and associated rules have been met
  3. 3 Whether any apparent flaw, deficiency or issue should prevent scheme meeting being convened

Ratio Decidendi

The requirements for convening a members' scheme meeting under s 411 of the Corporations Act 2001 (Cth) are satisfied: Sunland is a Part 5.1 body, the proposed arrangement is bona fide, procedural and ASIC requirements are met, no apparent flaw is found, and members will be properly informed. No reason is identified to refuse to convene the scheme meeting regardless of the quantum of a permitted dividend linked to scheme consideration.

Court Disposition

Orders made convening scheme meeting and associated orders.

Orders

  • Scheme meeting to be convened under s 411 of the Corporations Act 2001 (Cth) for Sunland shareholders to consider the scheme of arrangement.
  • Approval of explanatory statement and circulation to relevant members.