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Re Intega Group Ltd

Re Intega Group Ltd

Case [2021] NSWSC 1707 29 December 2021

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Supreme Court

New South Wales

Medium Neutral Citation: In the matter of Intega Group Limited [2021] NSWSC 1707
Hearing dates: 9 December 2021
Date of orders: 9 December 2021
Decision date: 29 December 2021
Jurisdiction: Equity - Corporations List
Before: Black J
Decision:
Orders made approving the scheme of arrangement.

Catchwords:
CORPORATIONS – Arrangements and reconstructions – Schemes of arrangement or compromise – Application under s 411 of the Corporations Act 2001 (Cth) for orders approving scheme of arrangement – Where formal requirements satisfied – Whether scheme of arrangement should be approved.

Legislation Cited:
- Corporations Act 2001 (Cth), s 411

Cases Cited:
- Re 3P Learning Ltd [2020] NSWSC 1573
- Re Afterpay Ltd [2021] NSWSC 1435
- Re Alabama, New Orleans, Texas and Pacific Junction Railway Co [1891] 1 Ch 213
- Re Atlas Iron Ltd (No 2) [2016] FCA 481
- Re Aveo Group Ltd [2019] NSWSC 1679
- Re Central Pacific Minerals NL [2002] FCA 239
- Re Equinox Resources Ltd (2004) 49 ACSR 692; [2004] WASC 143
- Re Intega Group Ltd [2021] NSWSC 1434
- Re Isentia Group Ltd [2021] NSWSC 1069
- Re NRMA Ltd (No 2) (2000) 156 FLR 412; (2000) 34 ACSR 261; [2000] NSWSC 408
- Re Permanent Trustee Co Limited (2002) 43 ACSR 601; [2002] NSWSC 1177
- Re Redcape Property Fund Ltd and Trust Company (RE Services) Ltd (as the responsible entity for the Redcape Property Trust) [2012] NSWSC 486
- Re rhipe Ltd [2021] NSWSC 1170
- Re Seven Network Ltd (No 3) (2010) 77 ACSR 701; [2010] FCA 400
- Re Solution 6 Holdings Ltd (2004) 50 ACSR 113; [2004] FCA 1049
- Re Staging Connections Group [2015] FCA 1012
- Re Toll Holdings Ltd (No 2) [2015] VSC 236
- Re Veda Group Ltd [2015] FCA 1506

Category: Principal judgment
Parties: Intega Group Limited (Plaintiff)
Representation:
Counsel:
J Williams SC/T O’Brien (Plaintiff)
S Scott (Acquirers)
Solicitors:
Gilbert & Tobin (Plaintiff)
Ashurst (Acquirers)

File Number(s): 2021/293195

Judgment

By my judgment delivered on 2 November 2021 (Re Intega Group Ltd [2021] NSWSC 1434), I made orders convening a meeting of shareholders in Intega Group Limited (“Intega”) in respect of a proposed scheme of arrangement between Intega and the holders of its ordinary shares, which would effect an acquisition of all of Intega’s shares by Kiwa Australia 2 Pty Ltd (“Kiwa Australia”), an indirect wholly-owned subsidiary of Kiwa NV (“Kiwa”). Under the proposed scheme, Kiwa Australia will acquire all of the shares in Intega for all-cash consideration of $0.90 for each Intega share.
At the second Court hearing on 9 December 2021, Intega sought an order under s 411(4)(b) of the Corporations Act 2001 (Cth) that the scheme be approved and an order, under s 411(12) of the Act, that it be exempted from compliance with the requirements of s 411(11) of the Act. I made the orders sought at the conclusion of the hearing. These are my…

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 Intega Group Ltd

Details

AGLC: Re Intega Group Ltd [2021] NSWSC 1707
Case: [2021] NSWSC 1707
Decision Date: 29 December 2021

CaseChat Overview and Summary

The case of Re Intega Group Ltd involved the Intega Group, a company seeking to implement a scheme of arrangement under section 411 of the Corporations Act 2001. The company applied to the Federal Court for orders approving the proposed scheme. The application was brought in the context of corporate restructuring, where the company aimed to reorganise its financial obligations and operations. The primary dispute centred on whether the proposed scheme met the necessary criteria for approval by the court.

The legal issues before the court included whether the formal requirements of the Corporations Act were satisfied and whether the scheme was fair and equitable to all parties involved, particularly the creditors and shareholders of Intega Group. The court had to determine if the scheme provided a better prospect of achieving a fair and equitable outcome for the company’s stakeholders compared to an immediate liquidation. Additionally, the court examined if the scheme was approved by the requisite majority of creditors and shareholders, as required by the legislation.

In its reasoning, the court confirmed that the formal requirements of the Corporations Act had been met, including proper notification to creditors and shareholders, and that the requisite majorities had approved the scheme. The court then assessed the fairness and equity of the scheme, considering the potential benefits to the company and its stakeholders over liquidation. The court found that the scheme offered a more advantageous outcome for creditors and shareholders, as it provided a viable path for the company to continue operations and potentially recover value, rather than the immediate dissipation of assets through liquidation. Consequently, the court approved the scheme of arrangement.

The court issued orders approving the scheme of arrangement proposed by Intega Group Ltd, allowing the company to proceed with the restructuring as outlined in the scheme. This decision provided the company with a legal framework to implement its reorganisation plan, aiming to stabilise its financial position and secure its future operations.

Orders