In the matter of Pendal Group Limited (No 2) [2022] NSWSC 1648
Hearing dates:
21 November 2022
Date of orders:
21 November 2022
Decision date:
05 December 2022
Jurisdiction:
Equity - Corporations List
Before:
Black J
Decision:
Orders 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.
[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.
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AGLC
Re Pendal Group Ltd (No 2) [2022] NSWSC 1648
Case
[2022] NSWSC 1648
Decision Date
CaseChat Overview and Summary
The case of Re Pendal Group Ltd (No 2) involved an application for orders convening a meeting of the members of Pendal Group Limited to consider and, if thought fit, agree to a proposed scheme of arrangement. The application was made under section 411 of the Corporations Act 2001 (Cth). The primary dispute centred on whether the requirements for convening such a meeting were met.
The court had to decide whether the necessary conditions for ordering a scheme meeting were satisfied. These conditions include ensuring that the meeting is being sought in good faith for a proper purpose, and that the proposed scheme is fair and reasonable to the members and creditors of the company. Additionally, the court examined whether the applicant had fulfilled its statutory obligations, such as providing sufficient information to the members about the proposed scheme.
The court concluded that the applicant had satisfied the necessary conditions for convening the meeting. The scheme was deemed to be fair and reasonable, and the meeting was sought for a proper purpose. The applicant had also complied with its statutory obligations, providing adequate information to the members. Consequently, the court ordered the convening of the meeting to allow the members to consider and vote on the proposed scheme of arrangement.
The final orders included the convening of the meeting, subject to certain conditions, and the court's approval of the disclosure document to be provided to the members. The court also directed that the meeting be held within a specified timeframe to allow for proper consideration of the scheme by the members.