Re Anglo-Gaelic Investments Pty Ltd - [2019] NSWSC 441

Supreme Court

New South Wales

Medium Neutral Citation: In the matter of Anglo-Gaelic Investments Pty Ltd and others [2019] NSWSC 441
Hearing dates: 21 March 2019; 9 April 2019.
Decision date: 17 April 2019
Jurisdiction: Equity - Corporations List
Before: Black J
Decision:
First Court Hearing
Orders made convening scheme meetings and approving the scheme booklet for distribution to the member(s) of each Plaintiff.
Second Court Hearing
Orders made approving the schemes of arrangement and ancillary orders made.
Catchwords:
CORPORATIONS – scheme of arrangement – application for orders approving a scheme booklet and to convene scheme meeting – whether requirements to order scheme meeting are satisfied.
CORPORATIONS – scheme of arrangement – application for orders approving scheme of arrangement – where scheme of arrangement passed by all members – whether court should exercise its discretion in approving the scheme of arrangement.
Legislation Cited: - ASIC Corporations (Wholly-owned Companies) Instrument 2016/785
- Corporations Act 2001 (Cth) Pt 5.1, ss 9, 411, 411(1), 411(4)(a)(ii)(A), 411(4)(a)(ii)(B), 411(11), 411(12), 411(17)(b), 412(6), 413, 413(1), 413(1)(d), 1319, 1322(2)
Cases Cited: - All Star Funds Management Limited v Ventura Investment Management Ltd [2012] FCA 527
Equatorial Mining Pty Ltd v Antofagasta Investment Co Ltd [2013] FCA 1452
- Fowler v Lindholm [2009] FCAFC 125; (2009) 178 FCR 563
- JP Morgan Operations Australia Limited v JP Morgan Australia Group Pty Limited, in the matter of JP Morgan Operations Australia Limited [2018] FCA 1131
- Macquarie Equipment Finance Pty Ltd v Macquarie Bank Ltd [2012] FCA 1212
- Nicron Resources Ltd v Catto (1992) 8 ACSR 219
- Re AGL Sydney Limited (1994) 13 ACSR 597
- Re Anaconda Nickel Holdings Pty Ltd [2003] WASC 19; (2003) 44 ACSR 229
- Re Associated Advisory Practices Limited [2013] FCA 761
- Re Central Pacific Minerals NL [2002] FCA 239
- Re Clydesdale Bank Ltd [1950] SC 30
- Re David Jones Ltd (No 3) [2014] FCA 753
- Re Equinox Resources Ltd [2004] WASC 143; (2004) 49 ACSR 692
- Re Green and Gold Foods Pty Ltd (Unreported, Supreme Court of New South Wales, Santow J, 9 June 1998)
- Re NRMA Ltd (No 1) (2000) 156 FLR 349
- Re Permanent Trustee Co Ltd (2002) 43 ACSR 601
- Re Seven Network Ltd (No 3) [2010] FCA 400; (2010) 77 ACSR 701
- Re South African Supply and Cold Storage Co [1904] 2 Ch 268
- Royal Victorian Institute for the Blind Ltd v RBS.RVIB.VAF Ltd (2004) 206 ALR 581
- SGIC Insurance Ltd v Insurance Australia Ltd (2004) 51 ACSR 470
- Stork ICM Australia Pty Ltd v Stork Food Systems Australasia Pty Ltd [2006] FCA 1849
Category: Principal judgment
Parties: Anglo-Gaelic Investments Pty Ltd and others (Plaintiffs)
Lion Pty Ltd and another (Defendants)
Representation:
Counsel:
I M Jackman SC (Plaintiffs)
Solicitors:
King & Wood Mallesons (Plaintiffs and Defendants)

File Number(s): 2019/51260

Judgment

Nature of the application

By Originating Process filed on 15 February 2019, the Plaintiffs, Anglo-Gaelic Investments Pty Ltd and several…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

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Details

Case: [2019] NSWSC 441
Decision Date: 17 April 2019

CaseChat Overview and Summary

In the matter of Anglo-Gaelic Investments Pty Ltd, the corporate applicant, the court was tasked with approving a scheme of arrangement as proposed by the company. The company sought orders to convene a meeting of its members to consider the scheme, which had been approved by all members. The dispute centred on whether the requirements to convene such a meeting were met and whether the court should exercise its discretion to approve the scheme. The case was heard in the Federal Court of Australia.

The central legal issues before the court were whether the statutory requirements for convening a meeting to consider the scheme of arrangement were satisfied, and whether the court should exercise its discretion to approve the scheme despite the unanimous approval by all members. The court needed to consider the provisions of the Corporations Act 2001 (Cth) and the circumstances surrounding the scheme's approval.

The court determined that the statutory requirements for convening the meeting were indeed satisfied, as all procedural and notice requirements had been met. Regarding the exercise of discretion, the court noted that while the scheme had been passed unanimously by all members, it was not bound by such unanimity. The court emphasised its role in ensuring that the scheme was fair and in the best interests of the company and its members. Ultimately, the court exercised its discretion to approve the scheme, finding it to be fair and in the best interests of all parties involved. The court made orders approving the scheme of arrangement and convening the meeting as requested.

Orders