Premium Investors Limited, in the matter of Premium Investors Limited (No 2)

[2012] FCA 1432

FEDERAL COURT OF AUSTRALIA

Premium Investors Limited, in the matter of Premium Investors Limited (No 2) [2012] FCA 1432

Citation:		Premium Investors Limited, in the matter of Premium Investors Limited (No 2) [2012] FCA 1432
Parties:		PREMIUM INVESTORS LIMITED ACN 106 259 885
File number:		NSD 1645 of 2012
Judge:		JAGOT J
Date of judgment:		12 December 2012
Legislation:		Corporations Act 2001 (Cth)
Date of hearing:	12 December 2012
Place:	Sydney
Division:	GENERAL DIVISION
Category:	No catchwords
Number of paragraphs:	6
Counsel for the Plaintiff:	Mr F Gleeson SC
Solicitor for the Plaintiff:	Corrs Chambers Westgarth

IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY
GENERAL DIVISION	NSD 1645 of 2012

IN THE MATTER OF PREMIUM INVESTORS LIMITED ACN 106 259 885

PREMIUM INVESTORS LIMITED ACN 106 259 885 Plaintiff
JUDGE:	JAGOT J
DATE OF ORDER:	12 DECEMBER 2012
WHERE MADE:	SYDNEY

THE COURT ORDERS THAT:

1.Pursuant to section 411(4)(b) of the Corporations Act 2001 (Cth) (Act), the  scheme of arrangement  between Premium Investors Limited (Premium) and the holders of ordinary shares in Premium, other than Excluded Shareholders, in the form set out in annexure 'A' to these orders as held in the Court file, be approved.

2.Pursuant to subsection 411(12) of the Act, Premium be exempted from compliance with subsection 411(11) of the Act in relation to Order 1.

3.These orders to be entered forthwith.

In these orders, “Excluded Shareholders” are WAM Capital Limited (WAM) and RBC Investor Services Limited as custodian for WAM.

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

IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY
GENERAL DIVISION	NSD 1645 of 2012

IN THE MATTER OF PREMIUM INVESTORS LIMITED ACN 106 259 885

PREMIUM INVESTORS LIMITED ACN 106 259 885 Plaintiff
JUDGE:	JAGOT J
DATE:	12 DECEMBER 2012
PLACE:	SYDNEY

REASONS FOR JUDGMENT

1. This is the second court hearing in relation to an application under s 411(4) of the Corporations Act 2001 (Cth) (the Act) seeking orders approving a scheme of arrangement between Premium Investors Limited (Premium) and its ordinary shareholders other than defined excluded shareholders, who in effect are WAM Capital Limited and RBC Investor Services Limited as custodian for WAM Capital Limited, pursuant to which WAM Capital Limited will acquire all of the ordinary shares in Premium in exchange for cash and/or scrip. 

2. On 31 October 2012 I made orders for the convening of the scheme meeting and it is apparent from the evidence that the scheme meeting was held on 10 December 2012.  The shareholders of Premium agreed to the scheme, with approximately 99.27% of the votes cast and approximately 97.30% of the shareholders by number in favour of the scheme.  In accordance with the previous orders, the votes cast by one shareholder, being the Treasury Group Limited, which holds some 4.9% of Premium’s issued share capital, were tagged for identification.  Treasury Group Limited voted in favour of the scheme.  If those votes are disregarded then the effect on voting is de minimis.  

3. Otherwise, there is evidence satisfying all of the procedural and substantive requirements for approval of the proposed scheme by the Court.  There is only one other substantive matter requiring any comment which is that, according to the evidence, during the packaging of the scheme meeting documents the personalised documents in relation to 16 shareholders were damaged and accordingly had to be reprinted and repackaged, and therefore were dispatched late on 12 November 2012.  According to the evidence, the 16 shareholders in question represented only about 0.29% of the issued capital of Premium.

4. In addition, Premium published a notice of this second court hearing on 3 December 2012 and, according to the evidence, the solicitor for Premium – who is named in the notice as the relevant person to be contacted by any person intending to appear – has not been served and has not received any notice, either in writing or by telephone, from any shareholder or any other person to the effect that they intend to appear at the hearing today, and indeed when the matter was called this morning there was no such appearance.

5. Otherwise, there is in evidence certificates confirming that the conditions precedent to the implementation of the scheme have been satisfied, other than those relating to Court approval and lodgement of the Court order in respect of approval with the Australian Investments and Securities Commission (ASIC). Those certificates are from Premium, on the one hand, and WAM Capital Limited, on the other hand. Apart from this, there is a letter in the usual form from ASIC confirming that under s 411(17)(b) of the Act it has no objection to the proposed scheme of arrangement and otherwise, as set out in the earlier reasons for judgment in relation to this matter (see Premium Investors Limited, in the matter of Premium Investors Limited [2012] FCA 1211), the independent expert has concluded that the proposed scheme is fair and reasonable and in the best interests of Premium’s shareholders.

6. In these circumstances, I am satisfied that there has been compliance with the requirements of the Act and it is obvious that a vast majority of the shareholders have voted in favour of the scheme and accordingly see the scheme as being in their best interests. There is no reason apparent why the scheme should not be approved. I make orders 1, 2 and 3 in the short minutes of order accordingly.

I certify that the preceding six (6) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Jagot.

Associate:
Dated:       17 December 2012