DNZ FOUNDATION PROPERTY FUND LIMITED AND ORS HC AK CIV 2008-404-4680

DNZ FOUNDATION PROPERTY FUND LIMITED AND ORS HC AK CIV 2008-404-4680

The court approved the variation because it implemented the outcome investors were informed would occur (the 0.6971 exchange ratio post‑bonus), did not require further notice, was within the scope of the initial orders, satisfied the Re CM Banks/Weatherston test, trustees and the Takeovers Panel raised no objection, and requisite voting thresholds and special resolution requirements were met.

Citation
openlaw-c55f01e4_20ad_42d7_ab20_d9437b3484cf.pdf
Parties
First Applicant: DNZ Foundation Property Fund Limited; Second Applicant: DNZ Tauranga Property Fund Limited; Third Applicant: DNZ Retail Property Fund Limited; Fourth Applicant: DNZ Income Property Fund Limited
Court
High Court
Jurisdiction
New Zealand
Judgment Date
24 September 2008
Procedural Posture
Amalgamation Approval Under Companies Act 1993 / Hearing for Final Approval and Application to Vary Sequence of Share Issue Steps
Outcome
Final orders approving the amalgamation and granting the proposed variation to the sequence of the bonus issue and debenture conversion
Legal Topics
Amalgamation, Debenture Conversion, Bonus Share Issue, Directors' Powers to Vary Corporate Actions, Trustee Supervisory Duties, Voting Thresholds and Special Resolutions, Court Approval of Corporate Reorganisations
Corporate Law Trust Law Securities Law Takeover Regulation Amalgamation Debenture Conversion Bonus Share Issue Directors' Powers to Vary Corporate Actions +3 more

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Parties

DNZ Foundation Property Fund Limited

First Applicant

DNZ Tauranga Property Fund Limited

Second Applicant

DNZ Retail Property Fund Limited

Third Applicant

DNZ Income Property Fund Limited

Fourth Applicant

Procedural Posture

Amalgamation Approval Under Companies Act 1993 / Hearing for Final Approval and Application to Vary Sequence of Share Issue Steps

Legal Issues

  1. 1 Whether variation to sequence of bonus issue and conversion requires further notice to investors
  2. 2 Whether directors were authorised to alter the sequence under the initial court orders
  3. 3 Whether the amalgamation meets the statutory/common law test (Re CM Banks/Weatherston) for approval despite the variation

Ratio Decidendi

The court approved the variation because it implemented the outcome investors were informed would occur (the 0.6971 exchange ratio post‑bonus), did not require further notice, was within the scope of the initial orders, satisfied the Re CM Banks/Weatherston test, trustees and the Takeovers Panel raised no objection, and requisite voting thresholds and special resolution requirements were met.

Court Disposition

Final orders approving the amalgamation and granting the proposed variation to the sequence of the bonus issue and debenture conversion

Orders

  • Final orders in terms of the draft filed dated 24 September 2008
  • Variation approved: bonus share issue record date to precede debenture‑for‑share exchange (record date 22 September 2008)