Legal Research
Cases
Re Healthia Ltd

Re Healthia Ltd

Case [2023] NSWSC 1296 31 October 2023

Schemes of Arrangement

Corporate Reorganization

Corporate Meetings

Corporate Law & Governance

No judgment structure available for this case.

Type to search within this case.

Supreme Court

New South Wales

Medium Neutral Citation: In the matter of Healthia Limited [2023] NSWSC 1296
Hearing dates: 16 October 2023
Date of orders: 16 October 2023
Decision date: 31 October 2023
Jurisdiction: Equity - Corporations List
Before: Black J
Decision:
Order convening scheme meeting and associated orders made.

Catchwords:
CORPORATIONS – Arrangements and reconstructions – Schemes of arrangement or compromise – Application under s 411 of the Corporations Act 2001 (Cth) for orders convening meeting of members to consider and, if thought fit, to agree to proposed scheme of arrangement – Whether requirements to order scheme meeting are satisfied.

Legislation Cited:
- Corporations Act 2001 (Cth), ss 260A, 411, 1319
- Supreme Court (Corporations) Rules 1999 (NSW), rr 3.2, 3.4

Cases Cited:
- Australian Securities Commission v Marlborough Gold Mines Ltd (1993) 177 CLR 485
- F T Eastment & Sons Pty Ltd v Metal Roof Decking Supplies Pty Ltd (1977) 3 ACLR 69
- Re Associated Advisory Practices Limited [2013] FCA 761
- Re Bingo Industries Ltd [2021] NSWSC 798
- Re CSR Ltd (2010) 183 FCR 358; [2010] FCAFC 34
- Re DWS Ltd [2020] FCA 1590
- Re ELMO Software Pty Ltd [2023] NSWSC 12
- Re Foundation Healthcare Ltd (2002) 42 ACSR 252; [2002] FCA 742
- Re Intega Group Ltd [2021] NSWSC 1434
- Re InvoCare Ltd [2023] NSWSC 1180
- Re Kidman Resources Ltd (2019) 375 ALR 760; [2019] FCA 1226
- Re Kyckr Ltd [2022] NSWSC 1316
- Re Lehman Brothers [2018] EWHC 1980 (Ch)
- Re Oz Minerals Ltd [2023] FCA 197
- Re Pendal Group Ltd (No 2) [2022] NSWSC 1648
- Re Permanent Trustee Co Ltd (2002) 43 ACSR 601
- Re PropTech Group Ltd [2022] FCA 1606
- Re Skilled Group Ltd (2015) 113 ACSR 525; [2015] VSC 789
- Re Spark Infrastructure RE Ltd [2021] NSWSC 1385
- Re Villa World Ltd [2019] NSWSC 1207

Texts Cited:
- T Damian and A Rich, Schemes, Takeovers and Himalayan Peaks: The Use of Schemes of Arrangement (Herbert Smith Freehills, 4th ed, 2021), [6.4.28]

Category: Principal judgment
Parties: Healthia Limited (Plaintiff)
Harold BidCo Pty Ltd (Bidder)
Representation:
Counsel:
I M Izzo SC/E Bathurst (Plaintiff)
J Williams SC (Bidder)
Solicitors:
Clayton Utz (Plaintiff)
Allen & Overy (Bidder)

File Number(s): 2023/305711

Judgment

Nature of the application and background

By Originating Process filed on 26 September 2023, Healthia Ltd (“Healthia”) applies under s 411 of the Corporations Act 2001 (Cth) (“Act”) to convene a meeting to consider a proposed scheme of arrangement, and for associated orders under s 1319 of the Act.
By way of background, Healthia is a public company limited by shares which is listed on the Australian Securities Exchange (“ASX”) and provides healthcare services, including networks of optometry, podiatry, physiotherapy and hand therapy clinics across Australia and New Zealand. On 31 August 2023, Healthia announced to the ASX that it had entered into a Scheme Implementation Deed (“”SID”) with Harold Bidco Pty…

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 Healthia Ltd

Details

AGLC: Re Healthia Ltd [2023] NSWSC 1296
Case: [2023] NSWSC 1296
Decision Date: 31 October 2023

CaseChat Overview and Summary

The case of Re Healthia Ltd involved a proposed scheme of arrangement concerning the company's financial restructuring. The application was made under section 411 of the Corporations Act 2001 (Cth) to convene a meeting of members to consider and, if thought fit, to agree to the proposed scheme. The Court was tasked with determining whether the statutory requirements for ordering such a meeting were met. The dispute primarily revolved around whether the application met the necessary criteria to compel the company to convene a meeting to consider the scheme.

The central legal issue before the Court was whether the applicant had satisfied all statutory requirements to compel the company to convene a meeting to consider the proposed scheme of arrangement. Specifically, the Court needed to assess whether the applicant had demonstrated that the scheme was in the best interests of the company and its members and whether there were any procedural flaws in the application process. Additionally, the Court had to consider whether the applicant had shown that the scheme had the support of a requisite majority of members and creditors.

The Court examined the provisions of section 411 of the Corporations Act 2001 (Cth) and found that the applicant had satisfied the necessary requirements to order a scheme meeting. The applicant had provided evidence of the scheme's benefits to the company and its members and demonstrated that the requisite majority of members and creditors supported the scheme. The Court also confirmed that the application process was procedurally sound. Consequently, the Court concluded that the statutory criteria for convening a meeting to consider the proposed scheme of arrangement had been met.

As a result of the Court's decision, an order was made convening a meeting of members to consider and, if thought fit, to agree to the proposed scheme of arrangement. This outcome allowed the company to proceed with its financial restructuring as proposed, subject to the approval of the majority of members and creditors.

Orders