Platinum Capital Limited, in the matter of Platinum Capital Limited (No 2)

Case [2025] FCA 925

FEDERAL COURT OF AUSTRALIA

Platinum Capital Limited, in the matter of Platinum Capital Limited (No 2) [2025] FCA 925  

File number(s): NSD 1029 of 2025
Judgment of: CHEESEMAN J
Date of judgment: 8 August 2025
Catchwords: CORPORATIONS – application under s 1319 of the Corporations Act 2001 (Cth) to cancel a meeting of shareholders convened pursuant to s 411(1) of the Corporations Act – where scheme resolution unlikely to attain requisite approval due to opposition of substantial shareholder – where scheme implementation deed terminated – where directors of opinion that cancellation of the scheme meeting is in best interests of shareholders – whether to exercise power to order that scheme meeting not be held and to vacate earlier orders requiring the scheme meeting to be held – Held: application granted
Legislation: Corporations Act 2001 (Cth) ss 411, 1319
Cases cited:

Amcom Telecommunications Limited, in the matter of Amcom Telecommunications Limited (No 3) [2015] FCA 596

Platinum Capital Limited, in the matter of Platinum Capital Limited [2025] FCA 745

Re Australian Gas Light Company [2006] FCA 346

Sirtex Medical Limited, in the matter of Sirtex Medical Limited [2018] FCA 1048

Sundance Resources Limited, in the matter of Sundance Resources Limited (No 2) [2013] FCA 481
Division: General Division
Registry: New South Wales
National Practice Area: Commercial and Corporations
Sub-area: Corporations and Corporate Insolvency
Number of paragraphs: 8
Date of hearing: 8 August 2025
Counsel for the Plaintiff: Mr J Lockhart SC
Solicitor for the Plaintiff: Mont Lawyers

ORDERS

NSD 1029 of 2025

IN THE MATTER OF PLATINUM CAPITAL LIMITED ACN 063 975 431

PLATINUM CAPITAL LIMITED ACN 063 975 431

Plaintiff

ORDER MADE BY:

CHEESEMAN J

DATE OF ORDER:

8 AUGUST 2025

THE COURT ORDERS THAT:

1.The scheme meeting convened by the plaintiff pursuant to order 1 of the orders made on 7 July 2025 not be held.

2.Orders 4 to 10 of the orders made on 7 July 2025 be vacated.

3.The hearing set down for 15 August 2025 be vacated.

4.The proceeding otherwise be dismissed.

5.These orders be entered forthwith.

Note:   Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.


REASONS FOR JUDGMENT
Delivered ex tempore, revised from transcript

CHEESEMAN J:

  1. These reasons concern an application by the plaintiff, Platinum Capital Limited (PC), pursuant to s 1319 of the Corporations Act 2001 (Cth) to cancel a scheme meeting convened pursuant s 411(1) of the Act.

  2. On 7 July 2025, I made orders convening a meeting of PC’s shareholders (PC Scheme Meeting) for the purpose of considering, and, if thought fit, approving a scheme of arrangement proposed to be made between Platinum Capital and its shareholders (the PC Scheme) and ancillary orders. The PC Scheme Meeting was to be held at 12.00pm on 12 August 2025: Platinum Capital Limited, in the matter of Platinum Capital Limited [2025] FCA 745. In these reasons, I assume familiarity with these earlier reasons and will use the terms defined therein.

  3. PC now seeks an order that the PC Scheme Meeting not be held and that the relevant orders made in relation to the holding of the meeting be vacated. In support of the proposed orders, PC relies on the affidavit of Ms Saxon Naulls-Johnstone affirmed on 7 August 2025 and brief written submissions. PC has concluded that there would be no utility in holding the PC Scheme Meeting because due to the opposition of the substantial shareholder, L1 Capital, the PC Scheme resolution is unlikely to be passed by the requisite majorities. For this same reason, the parties to the PC Scheme Implementation Deed (see Platinum Capital at [5]) executed a deed terminating the PC Scheme Implementation Deed on 5 August 2025.  

  4. On 5 August 2025, PC released an ASX announcement which addressed these matters and stated that the board had formed the view, having regard to anticipated voter turnout and L1 Capital and its associates’ notified intention to vote their approximate 17% holding against the PC Scheme, that the PC Scheme would not receive sufficient support to meet the 75% approval threshold and that it was in the best interests of shareholders to withdraw the PC Scheme. PC confirmed in its announcement that the general meeting scheduled for 1.30pm on 12 August 2025, which is separate to the PC Scheme Meeting, will proceed. The general meeting is, amongst other things, to address a proposed on-market buy back (see Platinum Capital at [12]).

  5. PIM, in its personal capacity and in its capacity as responsible entity of the PI Fund, released an ASX announcement on 5 August 2025 advising that the PC Scheme Implementation Deed had been terminated. This announcement was cross-released against PC’s ASX ticker and is available to be viewed in the same way as an ASX announcement released by PC.

  6. ASIC has been notified of this application. ASIC has no objections to the proposed orders and did not seek to appear at the hearing. An email chain confirming ASIC’s position in relation to this application is Exhibit 1 on this application

  7. The Court has power under s 1319 of the Act to cancel a scheme meeting convened under s 411(1) of the Act where there would be no utility in the scheme meeting being held: Sirtex Medical Limited, in the matter of Sirtex Medical Limited [2018] FCA 1048 at [7] (Farrell J); Sundance Resources Limited, in the matter of Sundance Resources Limited (No 2) [2013] FCA 481 (McKerracher J); Amcom Telecommunications Limited, in the matter of Amcom Telecommunications Limited (No 3) [2015] FCA 596 (McKerracher J); and Re Australian Gas Light Company [2006] FCA 346 (Emmett J).

  8. Given that the PC Scheme Implementation Deed has been terminated and the PC Scheme Implementation Deed remaining in force was a condition precedent to the PC Scheme becoming Effective (cl 3.1(b) of the PC Scheme, as set out in Annexure B to the PC Scheme Booklet), I am satisfied that to hold the PC Scheme Meeting would have no utility. It is appropriate that the PC Scheme Meeting not be held. I will make orders accordingly.

I certify that the preceding eight (8) numbered paragraphs are a true copy of the Reasons for Judgment of the Honourable Justice Cheeseman.

Associate:

Dated:       8 August 2025

Details
AGLC
Platinum Capital Limited, in the matter of Platinum Capital Limited (No 2) [2025] FCA 925
Case
[2025] FCA 925
Decision Date

CaseChat Overview and Summary

Platinum Capital Limited sought an order to cancel a shareholders' meeting it had convened, pursuant to section 1319 of the Corporations Act 2001 (Cth). The Federal Court of Australia was asked to decide whether to exercise its power to prevent the meeting from proceeding, given the likely failure of the proposed scheme of arrangement to gain the necessary shareholder approval. A significant shareholder opposed the scheme, and the scheme implementation deed had been terminated. The directors were of the opinion that cancelling the meeting was in the best interests of the shareholders.

The court needed to determine whether it should exercise its discretion to cancel the meeting and vacate earlier orders that required the meeting to proceed. The key issue was whether the failure of the scheme was such that the meeting should not go ahead, despite the fact that the meeting had already been called and ordered to be held. The court considered the effect of the termination of the scheme implementation deed and the directors' assessment that cancelling the meeting was in the best interests of the shareholders.

The court found that the application to cancel the meeting should be granted. It was of the opinion that the failure of the scheme and the termination of the scheme implementation deed justified the exercise of the court's discretion to prevent the meeting from proceeding. The opposition of a substantial shareholder, combined with the directors' belief that cancelling the meeting was in the best interests of the shareholders, provided a sufficient basis for the court to vacate the earlier orders and cancel the meeting. The court held that the meeting should not be held, the earlier orders requiring it to be held should be vacated, and the hearing scheduled for August 15, 2025, should also be vacated.

The court ordered that the scheme meeting convened by Platinum Capital Limited not be held, that certain orders made on July 7, 2025, be vacated, that the hearing scheduled for August 15, 2025, be vacated, and that the proceeding be dismissed. These orders were to be entered forthwith, in accordance with Rule 39.32 of the Federal Court Rules 2011.

Orders

Orders of the court

1. The scheme meeting convened by the plaintiff pursuant to order 1 of the orders made on 7 July 2025 not be held.

2. Orders 4 to 10 of the orders made on 7 July 2025 be vacated.

3. The hearing set down for 15 August 2025 be vacated.

4. The proceeding otherwise be dismissed.

5. These orders be entered forthwith.

Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

Background

Background to the litigation

Full text does not contain this section.

Evidence

Evidence Before The Court

Full text does not contain this section.

Decision

Reasons for decision

Full text does not contain this section.

Ratio Decidendi

Legal Principle Established

Full text does not contain this section.