In the matter of Brickworks Limited; In the matter of Washington H. Soul Pattinson and Company Limited (No 2)

Brickworks Limited and Washington H. Soul Pattinson and Company Limited were the applicants before the Court, seeking approval of a proposed scheme of arrangement and ancillary orders under section 411 of the Corporations Act 2001. The applicants aimed to restructure the companies' capital and share capital, which was to be achieved through a scheme involving a demerger of Brickworks’ operations. The court was required to determine whether the scheme was fair and reasonable to all parties involved, particularly the minority shareholders, and whether it complied with statutory requirements.

The legal issues before the court involved assessing the fairness and reasonableness of the scheme to minority shareholders, ensuring compliance with the statutory requirements for approval of such a scheme, and confirming that the scheme was in the best interests of the companies and their shareholders. The court also had to consider whether the proposed scheme was adequately disclosed and whether it provided adequate protection for dissenting shareholders.

The Court found the scheme to be fair and reasonable, concluding that the applicants had discharged their burden of proving fairness. The Court noted that the scheme provided a clear and significant benefit to the companies and their shareholders, particularly in light of the demerger and restructuring. The Court was satisfied that the scheme complied with all statutory requirements and provided adequate protection for dissenting shareholders. The Court approved the scheme, allowing it to proceed with the proposed restructuring and demerger of the companies. The Court's approval was subject to certain conditions, including the provision of adequate information to shareholders and the implementation of a procedure for dissenting shareholders to be compensated.