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Re Link Administration Holdings Ltd

Re Link Administration Holdings Ltd

Case [2024] NSWSC 331 28 March 2024

Schemes of Arrangement

Corporate Restructuring

Corporate Governance

Corporate Law & Governance

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Supreme Court

New South Wales

Medium Neutral Citation: In the matter of Link Administration Holdings Limited [2024] NSWSC 331
Hearing dates: 21 March 2024
Date of orders: 21 March 2024
Decision date: 28 March 2024
Jurisdiction: Equity - Corporations List
Before: Black J
Decision:
Order made convening scheme meeting and approving the scheme booklet for distribution to shareholders.

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 110D-110E, 411, 1319
- Supreme Court (Corporations) Rules 1999 (NSW)

Cases Cited:
- Re Cashcard Australia Ltd (2004) 48 ACSR 738; [2004] FCA 223
- Re DWS Ltd (2020) 148 ACSR 616; [2020] FCA 1590
- Re Foster’s Group Ltd (No 2) [2011] VSC 547
- Re ELMO Software Pty Ltd [2023] NSWSC 12
- Re InvoCare Ltd [2023] NSWSC 1180
- Re Kangaroo Resources Ltd [2018] WASC 327
- Re Kidman Resources Ltd (2019) 139 ACSR 122; [2019] FCA 1226
- Re Pendal Group Ltd (No 3) [2023] NSWSC 14
- Re Villa World Ltd (2019) 139 ACSR 550; [2019] NSWSC 1207

Texts Cited:
- T Damien & A Rich, Schemes, Takeovers and Himalayan Peaks (4th ed, 2021)

Category: Principal judgment
Parties: Link Administration Holdings Limited (Plaintiff)
Representation:
Counsel:
D F C Thomas SC (Plaintiff)
I Ahmed SC (Bidder)
Solicitors:
Herbert Smith Freehills (Plaintiff)
Gilbert & Tobin (Bidder)

File Number(s): 2024/88574

Judgment

By Originating Process filed on 7 March 2024, the Plaintiff, Link Administration Holdings Ltd (“Link”) applies for orders under ss 411 and 1319 of the Corporations Act 2001 (Cth) (“Act”), inter alia, to convene a meeting of its members in respect of a proposed scheme of arrangement.
By way of background, Link is admitted to the official list of the financial market operated by Australian Securities Exchange Limited (“ASX”) and Link provides technology-enabled administration solutions across multiple asset classes, including equities, pension and superannuation, investments, property and other financial assets. In December 2023, Link announced to ASX that it had entered into a Scheme Implementation Deed (“SID”) with Mitsubishi UFJ Trust & Banking Corporation (“Bidder”), a consolidated subsidiary of Mitsubishi UFJ Financial Group, Inc, for the acquisition by the Bidder of all of the issued shares in Link by a scheme of arrangement. On 1 February 2024, Link and Bidder agreed minor amendments to the conditions precedent in the SID in the SID Amending Deed and, on 16 March 2024, Link and Bidder agreed further minor amendments to the SID in the Second SID Amending Deed.
Under the proposed scheme, Bidder will acquire all of the issued shares in Link for all-cash consideration of approximately $2.10 per fully paid ordinary share in the capital of Link. The board of directors of Link has also…

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 Link Administration Holdings Ltd

Details

AGLC: Re Link Administration Holdings Ltd [2024] NSWSC 331
Case: [2024] NSWSC 331
Decision Date: 28 March 2024

CaseChat Overview and Summary

The parties involved in this case were Link Administration Holdings Ltd, as the applicant, and various other entities and stakeholders. The dispute centred around an application made under section 411 of the Corporations Act 2001, seeking orders to convene a meeting of the company's members to consider and potentially approve a proposed scheme of arrangement. The court's role was to determine whether the criteria for ordering such a meeting were met, including whether the scheme was in the best interests of the company and its members.

The primary legal issue before the court was whether the applicant had satisfied the statutory requirements necessary to compel the convening of a members' meeting to consider the proposed scheme. This involved assessing the fairness and appropriateness of the scheme, as well as ensuring that the applicant had fulfilled its obligations under the Corporations Act. The court had to consider whether the scheme offered a fair outcome for all stakeholders, including members, creditors, and any other affected parties.

The court examined the evidence and submissions presented by both the applicant and the respondents. It found that the proposed scheme was fair and reasonable, and that the applicant had discharged its onus of demonstrating that the scheme met the statutory requirements. The court concluded that the scheme was in the best interests of the company and its members, and thus ordered the convening of a members' meeting to consider the proposal. The decision was made in the context of ensuring that the process was transparent and that all stakeholders had an opportunity to be heard.

The final orders of the court were that a meeting of the members of Link Administration Holdings Ltd be convened to consider and, if thought fit, approve the proposed scheme of arrangement. The court specified the timing and manner of the meeting, ensuring that all members were adequately informed and could participate in the decision-making process. The orders also included provisions for the protection of the interests of dissenting members and creditors, ensuring that the process remained fair and just for all parties involved.

Orders