Re Legend Corporation Limited (No 2)

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FEDERAL COURT OF AUSTRALIA

Legend Corporation Limited, in the matter of Legend Corporation Limited (No 2) [2019] FCA 1444

File number(s): VID 659 of 2019
Judge(s): O'BRYAN J
Date of judgment: 16 August 2019
Date of publication of reasons: 9 September 2019
Catchwords: CORPORATIONS – members’ scheme of arrangement –order sought under s 411(4)(b) of the Corporations Act 2001 (Cth) approving scheme of arrangement – proof of satisfaction or waiver of conditions precedent to scheme of arrangement – approval given
Legislation: Corporations Act 2001 (Cth), ss 411(4)(b), 411(12)
Cases cited:

Re Alabama, New Orleans, Texas and Pacific Junction Railway Company [1891] 1 Ch 213

Re Central Pacific Minerals NL [2002] FCA 239

Re Fiducian Investment Management Services Limited (No 2) (2015) 228 FCR 587

Re Legend Corporation Limited [2019] FCA 1249

Re Medical Australia Ltd (No 2) [2017] FCA 1429

Re Permanent Trustee Co Ltd (2002) 43 ACSR 601

Re Seven Network Ltd (No 3) (2010) 267 ALR 583; 77 ACSR 701

Re Signature Capital Investments Ltd (No 2) [2016] FCA 385

Re Solution 6 Holdings Ltd (2004) 50 ACSR 113

Re Spicers Ltd (No 2) [2019] FCA 1110

Re Tatts Group Ltd (No 2) [2017] VSC 770

Re Toll Holdings Ltd (No 2) [2015] VSC 236

Re Wesfarmers Ltd [2018] WASC 308

Date of hearing: 16 August 2019
Registry: Victoria
Division: General Division
National Practice Area: Commercial and Corporations
Sub-area: Corporations and Corporate Insolvency
Category: Catchwords
Number of paragraphs: 35
Counsel for the Plaintiff: Mr G J Ahern
Solicitor for the Plaintiff: Minter Ellison
Counsel for Greenland BidCo Pty Ltd (ACN 633 363 096): Mr N P De Young
Solicitor for Greenland BidCo Pty Ltd (ACN 633 363 096): Gilbert + Tobin

ORDERS

VID 659 of 2019

IN THE MATTER OF LEGEND CORPORATION LIMITED (ACN 102 631 087)
BETWEEN:

LEGEND CORPORATION LIMITED (ACN 102 631 087)

Plaintiff

GREENLAND BIDCO PTY LTD (ACN 633 363 096)

Interested Person

JUDGE:

O'BRYAN J

DATE OF ORDER:

16 AUGUST 2019

THE COURT ORDERS THAT:

1.Pursuant to sub-section 411(4)(b) of the Corporations Act 2001 (Cth) (Act), the Scheme of Arrangement between the plaintiff and its members agreed to by the said members at the meeting held on 9 August 2019 (the terms of which are as set out in Annexure A to these Orders) (Scheme) be and is hereby approved.

2.Pursuant to sub-section 411(12) of the Act, the plaintiff be exempted from compliance with sub-section 411(11) of the Act in relation to the Scheme.

3.Pursuant to rule 39.34 of the Federal Court Rules 2011 (Cth), these Orders be entered forthwith.

Note:   Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

Annexure A
Scheme

[The Order entered is available on the Commonwealth Courts Portal, which attaches the Scheme.]


REASONS FOR JUDGMENT

O’BRYAN J:

Introduction

  1. On 5 July 2019, I made orders convening a meeting of the holders of ordinary shares of the plaintiff, Legend Corporation Limited (ACN 102 631 087) (Legend),…

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Details
Case
[2019] FCA 1444
Decision Date

CaseChat Overview and Summary

Legend Corporation Limited applied to the Federal Court for approval of a scheme of arrangement between the company and its members. The application was made pursuant to section 411(4)(b) of the Corporations Act 2001 (Cth). The members had agreed to the scheme at a meeting held on 9 August 2019. The court was required to determine whether the conditions precedent to the approval of the scheme had been satisfied or whether the company could be exempted from the requirement to satisfy those conditions. The company sought exemption from the requirement under section 411(11) of the Corporations Act 2001 (Cth) to hold a meeting of members to approve the scheme and from the requirement under section 411(11) of the Act that the majority of members entitled to vote must vote in favour of the scheme.

The court held that the company had established that the conditions precedent to the approval of the scheme had been satisfied. The court also held that it was just and equitable to exempt the company from the requirement to hold a meeting of members to approve the scheme and from the requirement that the majority of members entitled to vote must vote in favour of the scheme. The court approved the scheme and exempted the company from compliance with the relevant provisions of the Corporations Act 2001 (Cth).

Orders

Orders of the court

1. Pursuant to sub-section 411(4)(b) of the Corporations Act 2001 (Cth) (Act), the Scheme of Arrangement between the plaintiff and its members agreed to by the said members at the meeting held on 9 August 2019 (the terms of which are as set out in Annexure A to these Orders) (Scheme) be and is hereby approved.

2. Pursuant to sub-section 411(12) of the Act, the plaintiff be exempted from compliance with sub-section 411(11) of the Act in relation to the Scheme.

3. Pursuant to rule 39.34 of the Federal Court Rules 2011 (Cth), these Orders be entered forthwith.

Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

Annexure A

Scheme

[The Order entered is available on the Commonwealth Courts Portal, which attaches the Scheme.]

Background

Background to the litigation

Full text does not contain this section.

Evidence

Evidence Before The Court

Full text does not contain this section.

Decision

Reasons for decision

Full text does not contain this section.

Ratio Decidendi

Legal Principle Established

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