New Zealand Case Law: Decisions & Judgments

Topic

Scheme of arrangement

Legal area

Court

11 Dec 2023

RE MHM AUTOMATION LIMITED [2023] NZHC 3610

Citation

[2023] NZHC 3610
Court

High Court

Because the interim orders sought were procedural in nature, the Court accepted the without‑notice application as service on all shareholders of a listed company would be impractical; the proposed service regime, deemed receipt rules, notification to the Takeovers Panel, limited exceptions for uncontactable shareholders, and the specified Scheme Meeting and voting mechanics were proportionate and sufficient to ensure interested parties are informed and able to participate, and accordingly the interim orders as drafted were granted and a final hearing listed.
9 Aug 2023

RE FONTERRA CO-OPERATIVE GROUP LTD [2023] NZHC 2118

Citation

[2023] NZHC 2118
Court

High Court

The Court exercised its discretion under s236(1) to approve the Scheme because Fonterra complied with statutory procedures, the Scheme was fairly presented to shareholders, the shareholder class was fairly represented, the Scheme was fair and equitable and one that an intelligent and honest person of business might reasonably approve (including unanimous board support, solvency certification, regulatory clearance and overwhelming shareholder approval), and the contemporaneous share subdivision fell within the definition of 'arrangement' and the Court's ancillary powers to give effect to the a…
20 Jun 2023

EMBARK EDUCATION GROUP LIMITED [2023] NZHC 1541

Citation

[2023] NZHC 1541
Court

High Court

The Court was satisfied there was full compliance with statutory and initial order requirements, the scheme booklet fairly and adequately informed shareholders, the sole shareholder class was fairly represented with overwhelming and bona fide approval, the arrangement was one a reasonable businessperson could approve, and s 236A thresholds and Takeovers Panel clearance were met; accordingly the Court exercised its discretion to approve the scheme under s 236.
8 May 2023

RE PUSHPAY HOLDINGS LIMITED [2023] NZHC 1083

Citation

[2023] NZHC 1083
Court

High Court

The Court approved the scheme because statutory requirements including s236 and s236A were satisfied, the interest classes were properly constituted, disclosure to shareholders was adequate, the required majorities voted in favour, there was no evidence of coercion or prejudice to shareholders or creditors, and the consideration was within the independent adviser valuation range and fair and equitable to shareholders.
17 Mar 2023

HWD NZ INVESTMENT CO LIMITED v BODY CORPORATE 392148 [2023] NZHC 526

Citation

[2023] NZHC 526
Court

High Court

Even where the applicant has an arguable set-off, the statutory demand remains enforceable and the application to set it aside is declined because the Scheme contains a compelling 'pay now argue later' policy, the default interest had accrued and was properly invoiced, the service defect was an irregularity cured under the High Court Rules, and the Body Corporate's failure to follow its internal debt-collection resolution does not invalidate the statutory demand.
6 Dec 2022

RE. SOLARZERO LTD [2022] NZHC 3259

Citation

[2022] NZHC 3259
Court

High Court

The Court approved the scheme under s 236 because there was compliance with statutory requirements, the scheme was fairly presented with adequate information, the relevant classes were fairly represented and voted (including unanimous noteholder approval and unanimous shareholder approval of votes cast), the price offered was supported as fair, no objections were filed, and therefore the arrangement is one an intelligent and honest person of business might reasonably approve.
27 Apr 2022

RE Z ENERGY LIMITED [2022] NZHC 841

Citation

[2022] NZHC 841
Court

High Court

The Court approved the scheme because Z Energy complied with statutory and procedural requirements, provided adequate disclosure to shareholders, obtained requisite majorities at a fairly conducted meeting, secured necessary regulatory consents and a Takeovers Panel no-objection, the Independent Adviser placed the consideration within an acceptable valuation range, and contractual mechanisms (Deed Poll and trust account) eliminated payment risk, making approval reasonable and within the Court's discretion.
26 Apr 2022

RE Z ENERGY LIMITED [2022] NZHC 821

Citation

[2022] NZHC 821
Court

High Court

The Court approved the proposed scheme because the shareholders approved it and all preconditions set by the initial orders were satisfied, making the Scheme fair and appropriate to bind Z Energy, its shareholders and the interested parties; leave to apply for amendments was granted as a matter of discretion.
20 Apr 2022

RE LIFETIME INCOME LIMITED [2022] NZHC 810

Citation

[2022] NZHC 810
Court

High Court

The Court approved the s236 scheme because LIL demonstrated that regulatory solvency requirements and fixed operating costs made SF2 commercially unviable, exhaustive alternatives had been attempted and failed, the scheme was fairly presented to the class with appropriate notices, independent actuarial and amicus review supported the proposed lump sum methodology (which was generous to policyholders), the Bank was engaged and did not object to the application, and the arrangement was fair and equitable to the policyholder class compared with the realistic alternative of liquidation.
14 Apr 2022

RE LIFETIME INCOME LIMITED [2022] NZHC 806

Citation

[2022] NZHC 806
Court

High Court

The Court was satisfied that the relevant statutory criteria under Part 15 of the Companies Act 1993 were met and accordingly approved the proposed scheme of arrangement to sell SF2 assets, cancel LIL's obligations to SF2 policyholders and direct payout in accordance with the independent actuary report, and declared the Arrangement binding on the specified persons.