FEDERAL COURT OF AUSTRALIA
iProperty Group Limited, in the matter of iProperty Group Limited (No 2) [2016] FCA 36
File number: NSD 1324 of 2015 Judge: YATES J Date of judgment: 2 February 2016 Catchwords: CORPORATIONS – scheme of arrangement – second court hearing – application for approval of a scheme of arrangement Legislation: Corporations Act 2001 (Cth) ss 411, 412, 1319, 1322
Securities Act of 1933 (US) s 3
Cases cited: Atlantic Gold NL, in the matter of Atlantic Gold NL (No 2) [2014] FCA 869
Goodman Fielder Limited, in the matter of Goodman Fielder Limited (No 2) [2015] FCA 259
In the matter of DUET Management Company 1 Limited; DUET Management Company 1 Limited as responsible entity of Diversified Utility and Energy Trust No. 1; DUET Management Company 2 Limited as responsible entity of Diversified Utility and Energy Trust No. 3 (No 2) [2013] NSWSC 1060
iProperty Group Limited, in the matter of iProperty Group Limited [2015] FCA 1507
Nenna v Australian Securities and Investments Commission (2011) 198 FCR 32; [2011] FCA 1193
Prime Infrastructure Holdings Ltd [2010] NSWSC 1337
Re DUET Management Company 1 Ltd (2013) 95 ACSR 34; [2013] NSWSC 817
Talent2 International Limited, in the matter of Talent2 International Limited (No 2) [2012] FCA 926
Date of hearing: 2 February 2016 Registry: New South Wales Division: General Division National Practice Area: Commercial and Corporations Sub-area: Corporations and Corporate Insolvency Category: Catchwords Number of paragraphs: 20 Counsel for the Plaintiff: Mr IM Jackman SC Solicitor for the Plaintiff: Herbert Smith Freehills Counsel for REA Group Limited: Dr RCA Higgins Solicitor for REA Group Limited: Gilbert + Tobin ORDERS
NSD 1324 of 2015 IN THE MATTER OF IPROPERTY GROUP LIMITED ACN 126 188 538
IPROPERTY GROUP LIMITED ACN 126 188 538
Plaintiff
JUDGE:
YATES J
DATE OF ORDER:
2 FEBRUARY 2016
THE COURT ORDERS THAT:
1.Pursuant to ss 411(4)(b) and 411(6) of the Corporations Act 2001 (Cth) (Corporations Act), the scheme of arrangement between iProperty Group Limited (iProperty) and holders of fully paid ordinary shares in iProperty in the form contained in Annexure 5 of the scheme booklet issued by iProperty dated 14 December 2015 be approved, subject to deleting the meaning given to the term ‘Excluded Shareholder’ in Schedule 1 to the scheme of arrangement and replacing it with “Bidco and REA Austin”, so that the scheme of arrangement as so altered and approved is in the form of Exhibit C in the proceeding (Scheme).
2.Pursuant to s 411(12) of the Corporations Act, iProperty be exempted from compliance with s 411(11) of the Corporations Act in relation to the Scheme.
3.Pursuant to s 1322(4) of the Corporations Act, order nunc pro tunc that the resolution purportedly passed by iProperty Shareholders at the scheme meeting on 28 January 2016 is not an invalid resolution by reason of the failure to comply with s 412(1) of the Act in the case of each iProperty shareholder who has a registered address…
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- AGLC
- Re iProperty Group Ltd (No 2) [2016] FCA 36
- Case
- [2016] FCA 36
- Decision Date
CaseChat Overview and Summary
The primary legal issues before the court were whether the scheme of arrangement should be approved in its current form or if it required modifications, and whether iProperty should be exempted from certain compliance requirements under the Corporations Act 2001 (Cth). Additionally, the court had to determine the validity of a resolution passed by iProperty shareholders, specifically regarding compliance with notice requirements for shareholders residing overseas.
The court concluded that the scheme of arrangement should be approved, subject to a specific modification concerning the definition of the term ‘Excluded Shareholder’. The court determined that iProperty should be exempted from the requirement to provide additional information to shareholders under the Corporations Act. Furthermore, the court ruled that a resolution passed by iProperty shareholders at a meeting on 28 January 2016 was not invalid due to non-compliance with notice requirements for shareholders with a registered address in Malaysia. This ruling was made in light of the circumstances and the nature of the scheme.
Consequently, the court ordered the approval of the scheme of arrangement, subject to the specified modification, and granted iProperty an exemption from certain compliance obligations. The court also declared that the resolution passed by iProperty shareholders was valid. These orders were to be entered immediately, and the court noted that the approval of the scheme would also affect the eligibility of certain entities for exemption from US securities registration requirements.
Orders
Orders of the court
1. Pursuant to ss 411(4)(b) and 411(6) of the Corporations Act 2001 (Cth) (Corporations Act), the scheme of arrangement between iProperty Group Limited (iProperty) and holders of fully paid ordinary shares in iProperty in the form contained in Annexure 5 of the scheme booklet issued by iProperty dated 14 December 2015 be approved, subject to deleting the meaning given to the term ‘Excluded Shareholder’ in Schedule 1 to the scheme of arrangement and replacing it with “Bidco and REA Austin”, so that the scheme of arrangement as so altered and approved is in the form of Exhibit C in the proceeding (Scheme).
2. Pursuant to s 411(12) of the Corporations Act, iProperty be exempted from compliance with s 411(11) of the Corporations Act in relation to the Scheme.
3. Pursuant to s 1322(4) of the Corporations Act, order nunc pro tunc that the resolution purportedly passed by iProperty Shareholders at the scheme meeting on 28 January 2016 is not an invalid resolution by reason of the failure to comply with s 412(1) of the Act in the case of each iProperty shareholder who has a registered address in Malaysia.
4. These orders be entered forthwith.
THE COURT NOTES THAT:
5. Austin Rollco Limited ACN 609 413 505 and realestate.com.au Pty Limited ACN 080 195 535 will rely on the Court’s approval of the Scheme for the purposes of qualifying for exemption from the registration requirements of the Securities Act of 1933 (US), provided for by s 3(a)(10) of that Act, in connection with the implementation of, and the provision of consideration under, the Scheme.
Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.
Background
Background to the litigation
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Evidence
Evidence Before The Court
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Decision
Reasons for decision
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Ratio Decidendi
Legal Principle Established
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