In the matter of Openpay Group Ltd (recs and mgrs apptd) (subject to a DOCA)

Openpay Group Ltd, a company under voluntary administration, was the subject of an application by the receivers and managers for leave to transfer shares pursuant to a deed of company arrangement. The application was made under section 444GA of the Corporations Act 2001 (Cth). The central issue before the court was whether the residual equity in the company, if any, would unfairly prejudice the shareholders. The court had to determine if the proposed transfer of shares, which would result in the holders of certain shares losing all their equity, would unfairly prejudice those shareholders.

The court considered the statutory provisions and relevant case law to address the issue. It examined the purpose of section 444GA, which is to enable the transfer of shares when necessary for a successful reorganisation of the company. The court noted that the provision does not automatically entitle shareholders to a return of their equity. Instead, it allows for the transfer of shares if it is in the best interests of the company and its creditors. The court also considered the test for unfair prejudice, which requires a determination of whether the conduct of the company's affairs is prejudicial to the interests of the shareholders.

After considering the evidence and arguments presented, the court found that the proposed transfer of shares would not unfairly prejudice the shareholders. It concluded that the residual equity, if any, would not be sufficient to warrant a return to the shareholders, and that the transfer was in the best interests of the company and its creditors. The court granted the application for leave to transfer the shares pursuant to the deed of company arrangement.

The court ordered that the receivers and managers be granted leave to transfer the shares as proposed in the deed of company arrangement. The shareholders who would lose their equity were not unfairly prejudiced by the transfer, and the order was in the best interests of the company and its creditors.