In the matter of The Trust Company Limited [2013] NSWSC 1946

In the matter of The Trust Company Limited [2013] NSWSC 1946

The Supplementary Target's Statement was plainly relevant to shareholders deciding whether to vote for or against the Perpetual scheme proposal, TCL had provided the supplementary information to ASIC for review before seeking Court approval, ASIC did not oppose the course or express concern about timing, and the substance of the information had already been announced to ASX nearly two weeks before the scheme meeting. The Court therefore approved distribution of the supplementary material and covering letter.

Jurisdiction
Australia
Judgment Date
19 November 2013
Procedural Posture
Corporations Scheme of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Interlocutory Application for Approval of Supplementary Material for Distribution to Shareholders After Orders Convening a Scheme Meeting
Outcome
Orders made approving the proposed supplementary material for distribution to shareholders.
Legal Topics
['scheme of Arrangement' "supplementary Target's Statement" 'explanatory Statement' 'shareholder Communications' 'takeover Offer']
['corporations Law'] ['scheme of Arrangement' "supplementary Target's Statement" 'explanatory Statement' 'shareholder Communications' 'takeover Offer']

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Procedural Posture

Corporations Scheme of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Interlocutory Application for Approval of Supplementary Material for Distribution to Shareholders After Orders Convening a Scheme Meeting

Legal Issues

  1. 1 ['Whether TCL should obtain Court approval before dispatching supplementary explanatory material to shareholders after the Court had ordered the convening of a scheme meeting and approved the explanatory statement.' "Whether the proposed Supplementary Target's Statement and covering letter should be approved for distribution to TCL's shareholders in connection with the scheme meeting."]

Ratio Decidendi

The Supplementary Target's Statement was plainly relevant to shareholders deciding whether to vote for or against the Perpetual scheme proposal, TCL had provided the supplementary information to ASIC for review before seeking Court approval, ASIC did not oppose the course or express concern about timing, and the substance of the information had already been announced to ASX nearly two weeks before the scheme meeting. The Court therefore approved distribution of the supplementary material and covering letter.

Court Disposition

Orders made approving the proposed supplementary material for distribution to shareholders.

Orders

  • ["The proposed Supplementary Target's Statement was approved for distribution to TCL's shareholders." "The proposed covering letter in the form in evidence before the Court was approved for distribution to TCL's shareholders."]