Colonial First State Private Capital Limited, in the matter of Colonial First State Private Capital Limited

Colonial First State Private Capital Limited (CFI) sought approval from the court to convene a meeting of its ordinary shareholders to consider a proposed scheme of arrangement. The scheme involved the transfer of CFI shareholders' shares to Sunsuper Pty Ltd, a trustee of the Sunsuper Superannuation Fund, in exchange for cash consideration. As a result of the scheme, CFI would become a wholly owned subsidiary of Sunsuper and cease to be listed on the Australian Stock Exchange. The court had to determine whether to approve the convening of the shareholder meeting and the distribution of the draft scheme booklet to shareholders.

The court examined whether the requisite conditions for convening the meeting and approving the explanatory statement were satisfied. The court found that although no affidavit evidence was provided, the terms of the Merger Implementation Agreement and other circumstances established that the necessary matters were met. The court also considered the fairness and reasonableness of the scheme, noting that an independent expert had concluded that the scheme was fair and reasonable and in the best interests of CFI shareholders.

The court granted the orders sought by CFI, allowing the convening of the shareholder meeting and approving the draft scheme booklet for distribution to shareholders. The court also directed that the meeting be held on 30 November 2007, with Mr Graham Kelly or Mr Richard Haddock as the chairperson. The court further directed that the scheme booklet be despatched to each ordinary shareholder of CFI and that a notice of hearing of any application to approve the scheme be published by 29 November 2007.

The court stood over the proceeding to 7 December 2007 for the hearing of any application to approve the scheme and granted liberty to restore the proceeding on two days' notice. The court also directed that certain regulations not apply to the meeting and relieved CFI from compliance with a rule of the Federal Court (Corporations) Rules 2000 (Cth) to the extent necessary.