In the matter of The Trust Company Limited [2013] NSWSC 1947

In the matter of The Trust Company Limited [2013] NSWSC 1947

The scheme of arrangement was approved because all procedural and statutory requirements were satisfied, shareholders had adequate information and opportunity to vote, ASIC raised no objection, and the Court found no material reason, including the issue of the amended letter to shareholders, to withhold approval. The payment of broker handling fees and conduct of shareholder communications did not ultimately justify any refusal of the scheme.

Parties
Plaintiff: The Trust Company Limited; Acquirer: Perpetual Limited
Jurisdiction
Australia
Judgment Date
03 December 2013
Procedural Posture
Corporations Scheme of Arrangement / Application for Final Orders Approving Scheme (second Court Hearing)
Outcome
Orders made approving the scheme of arrangement.
Legal Topics
Schemes of Arrangement, Disclosure to Shareholders, Court Approval of Corporate Schemes
Corporations Law Equity Schemes of Arrangement Disclosure to Shareholders Court Approval of Corporate Schemes

Case Brief

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Parties

The Trust Company Limited

Plaintiff

Perpetual Limited

Acquirer

Procedural Posture

Corporations Scheme of Arrangement / Application for Final Orders Approving Scheme (second Court Hearing)

Legal Issues

  1. 1 Whether the scheme of arrangement between The Trust Company Limited and its shareholders should be approved under s 411 of the Corporations Act 2001 (Cth)
  2. 2 Whether all statutory and procedural requirements for approval have been satisfied, including notice, disclosure, and voting majorities
  3. 3 Whether the conduct relating to amended shareholder correspondence affects approval

Ratio Decidendi

The scheme of arrangement was approved because all procedural and statutory requirements were satisfied, shareholders had adequate information and opportunity to vote, ASIC raised no objection, and the Court found no material reason, including the issue of the amended letter to shareholders, to withhold approval. The payment of broker handling fees and conduct of shareholder communications did not ultimately justify any refusal of the scheme.

Court Disposition

Orders made approving the scheme of arrangement.

Orders

  • The scheme of arrangement between The Trust Company Limited and its shareholders is approved.
  • Exemption granted to The Trust Company Limited from compliance with s 411(11) of the Corporations Act 2001 (Cth).