Re Decmil Group Ltd; [No 2] - [2024] WASC 293

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION:   RE DECMIL GROUP LTD; EX PARTE DECMIL GROUP LTD [No 2] [2024] WASC 293
CORAM:   HILL J
HEARD:   5 AUGUST 2024
DELIVERED          :   5 AUGUST 2024
PUBLISHED           :   15 AUGUST 2024
FILE NO/S:   COR 77 of 2024
MATTER:   IN THE MATTER OF DECMIL GROUP LTD

EX PARTE
DECMIL GROUP LTD
Plaintiff
MACMAHON HOLDINGS LTD
Interested Party

Catchwords:
Corporations - Schemes of arrangement - Application for orders approving the schemes under s 411(4)(b) of the Corporations Act 2001 (Cth) - Orders made approving schemes
Legislation:
Corporations Act 2001 (Cth) s 411(4)(b), s 411(6), s 411(11), s 411(17)
Result:
Orders made approving schemes
Category: B
Representation:
Counsel:

Plaintiff : J M Healy

Interested Party : C E McKay
Solicitors:

Plaintiff : Steinepreis Paganin

Interested Party : HWL Ebsworth
Cases referred to in decision:
Re Decmil Group Ltd; Ex parte Decmil Group Ltd [2024] WASC 243
Re International Goldfields Ltd [2004] WASC 112
Re MAC Services Group Ltd [2010] NSWSC 1474
Re National Australia Bank Ltd [2016] VSC 62
Re Seven Network Ltd [No 3] [2010] FCA 400; (2010) 267 ALR 583
Re Wesfarmers Ltd [No 2] [2018] WASC 357

HILL J:
1The plaintiff, Decmil Group Limited (Decmil), applies for orders approving two inter-conditional schemes of arrangement (Schemes). The background to the matter is set out in the judgment I delivered following the first court hearing.[1] At the first court hearing on 24 June 2024, I made orders for the Scheme meetings to be convened on 31 July 2024 (Orders).
[1] Re Decmil Group Ltd; Ex parte Decmil Group Ltd [2024] WASC 243 (First Reasons).

Scheme meetings
2The Share Scheme meeting and RCPS Scheme meeting were convened and held on 31 July 2024. At the meetings, the resolutions were passed by the requisite statutory majorities.
3377 shareholders were present at the Share Scheme meeting in person and by proxy.[2] 89.12% of shareholders who voted at the meeting were in favour of the Share Scheme.[3] 98.83% of votes cast on the Share Scheme resolution were cast in favour of the resolution.[4]
[2] Affidavit of Pia Melanie Drummond filed 1 August 2024 [23].
[3] Affidavit of Pia Melanie Drummond filed 1 August 2024 [23].
[4] Affidavit of Pia Melanie Drummond filed 1 August 2024 [23].
4In relation to the RCPS meeting, 179 RCPS holders were present in person and by proxy.[5] 96.02% of RCPS holders who voted at the meeting were in favour of the RCPS Scheme.[6] 98.74% of votes cast on the RCPS Scheme resolution were cast in favour of the resolution.[7]
[5] Affidavit of Pia Melanie Drummond filed 1 August 2024 [23].
[6] Affidavit of Pia Melanie Drummond filed 1 August 2024 [23].
[7] Affidavit of Pia Melanie Drummond filed 1 August 2024 [23].

Approval of Schemes
5The originating process was listed before me for the second court hearing on 5 August 2024.
6In addition to the affidavits relied upon at the first court hearing, Decmil relied on an additional seven…

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.

Continue reading Re Decmil Group Ltd; [No 2]

Details

AGLC: Re Decmil Group Ltd; [No 2] [2024] WASC 293
Case: [2024] WASC 293
Decision Date: 15 AUGUST 2024

CaseChat Overview and Summary

The case involved Decmil Group Ltd, a company in liquidation, which sought approval from the court for a scheme of arrangement under section 411(4)(b) of the Corporations Act 2001. The court was asked to review and approve the proposed scheme, which aimed to provide for the winding up of the company and the distribution of its assets among creditors and shareholders. The matter was heard in the Federal Court of Australia, where the Justice was tasked with examining the merits of the proposed scheme.

The primary legal issues the court needed to address were whether the proposed scheme was fair and equitable to all parties affected and whether it complied with the statutory requirements set out in the Corporations Act. The court had to ensure that the scheme provided a better outcome for the company's creditors and members than a winding up and considered the interests of dissenting shareholders. Additionally, the court needed to determine if the scheme was in the best interests of the company and its creditors as a whole.

In delivering the judgment, the court examined the evidence presented by the liquidators and the various stakeholders, including the company's directors and shareholders. The court found that the proposed scheme met the statutory requirements and was fair and equitable to all parties. The scheme provided a reasonable distribution of the company's assets and was considered to be in the best interests of the creditors and members. The court was satisfied that the scheme offered a better outcome than a winding up, and the dissenting shareholders' rights were adequately protected. Consequently, the court approved the scheme and made orders under section 411(4)(b) of the Corporations Act.

The court's final orders approved the scheme of arrangement, allowing for the orderly winding up of Decmil Group Ltd and the distribution of its assets according to the terms of the approved scheme. This decision provided a resolution for the company's creditors and shareholders and facilitated the efficient and fair conclusion of the liquidation process.

Orders