Re Great Southern Managers Aust Ltd (in liq)

IN THE SUPREME COURT OF VICTORIA Not Restricted

AT MELBOURNE
COMMERCIAL COURT
CORPORATIONS LIST

S ECI 2015 000310

IN THE MATTER OF GREAT SOUTHERN MANAGERS AUSTRALIA LIMITED (IN LIQUIDATION) ACN 083 825 405

GREAT SOUTHERN MANAGERS AUSTRALIA LIMITED (IN LIQUIDATION) ACN 083 825 405

and others (being the Liquidators)

Plaintiffs

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JUDGE:	CROFT J
WHERE HELD:	Melbourne
DATE OF HEARING:	8 February 2016 (Orders made 8 February 2016)
DATE OF JUDGMENT:	12 February 2016 (Publication of Reasons)
CASE MAY BE CITED AS:	Re Great Southern Managers Aust Ltd (in liq)
MEDIUM NEUTRAL CITATION:	[2016] VSC 38

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CORPORATIONS – Scheme of Arrangement – Approval of Scheme – Discretion – Corporations Act 2001 (Cth) s 411.

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APPEARANCES:	Counsel	Solicitors
For the Plaintiff	Mr M. Oakes SC	DLA Piper Australia
Mr D. Shaw
No other appearances

Introduction

1. This proceeding was commenced for the purpose of obtaining orders under s 411(1) of the Corporations Act 2001 (Cth) (‘Act’) for approval of a proposed scheme of arrangement (‘Scheme’) between the First Plaintiff (‘GSMAL’) and certain of its creditors (‘Scheme Creditors’).

1. In support, GSMAL relies upon the following evidence and for the purposes indicated:

ITEM	MATTER TO BE PROVED	EVIDENCE
1	Proof of lodgement of first court hearing order with ASIC	Third Affidavit of David Brian Shaw of 5 February 2016
2	Proof of service of the scheme booklet on creditors	Affidavit of Rodney Rex Soames of 2 February 2016, [17]–[23]
3	Location of Form 530 in relation to service	Affidavit of Rodney Rex Soames of 2 February 2016, [7]
4	Identification of changes to the explanatory statement since the first court hearing	Second Affidavit of David Brian Shaw of 2 February 2016, [4]
5	Proof of receipt of proxy forms and collation of proxies	Affidavit of Rodney Rex Soames of 2 February 2016, [24]–[25]
6	Proof of advertising of scheme meetings	Third Affidavit of Martin Bruce Jones of 2 February 2016, [20]–[21]
7	Proof of holding of the scheme meetings and obtaining of necessary majorities	Third Affidavit of Martin Bruce Jones of 2 February 2016, [23]–[46] Affidavit of Rodney Rex Soames of 2 February 2016, [26]–[34]
8	Proof of advertising of the schemes approval application before Justice Croft	Third Affidavit of Martin Bruce Jones of 2 February 2016, [47]–[48]
9	Proof of no notice of intention to appear at the approval hearing before Justice Croft	Third Affidavit of David Brian Shaw of 5 February 2016
10	Proof of ASIC’s position in relation to the approval hearing	Letter from Mr Mark Pangbourne, a delegate of the Australia Securities and Investment Commission (‘ASIC’), dated 8 February 2016
11	Proof of executed Deed Poll by Scheme Administrators	Affidavit of Darren Gordon Weaver of 25 August 2015, [17], Ex DGW-4—proved at first court hearing on 15 December 2015 (‘the First Weaver Affidavit’)

Reference is also made to, and reliance placed upon, the affidavit of Brett Kent Orzel sworn 25 August 2015 (‘Orzel Affidavit’).

1. GSMAL submits that the evidence is such that it is appropriate to make:

(a)…