In the matter of Pendal Group Limited (No 3) [2023] NSWSC 14
Hearing dates:
11 January 2023
Date of orders:
11 January 2023
Decision date:
24 January 2023
Jurisdiction:
Equity - Corporations List
Before:
Black J
Decision:
Orders made approving a 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.
Counsel: J Williams SC/H Atkin (Plaintiff) K Petch (Bidder)
Solicitors: King & Wood Mallesons (Plaintiff) Herbert Smith Freehills (Bidder)
File Number(s):
2022/320227
Judgment
Nature of the application and background
By Further Amended Originating Process dated 15 November 2022, the Plaintiff, Pendal Group Ltd (“Pendal”), seeks orders under s 411(1) of the Corporations Act 2001 (Cth) (“Act”) in respect of a scheme of arrangement,…
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.
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AGLC
Re Pendal Group Ltd (No 3) [2023] NSWSC 14
Case
[2023] NSWSC 14
Decision Date
CaseChat Overview and Summary
In the case of Re Pendal Group Ltd (No 3), the subject matter of the dispute was the approval of a scheme of arrangement involving the company. The case was heard in the Federal Court of Australia. The company, Pendal Group Ltd, sought court approval for the proposed scheme, which aimed to facilitate a restructuring of its financial obligations. The primary concern was whether the scheme met the necessary legal criteria for approval under the Corporations Act 2001 (Cth).
The legal issues that the court needed to address included the fairness and appropriateness of the proposed scheme to creditors and members of the company. It was essential to determine if the scheme provided an equitable solution for all stakeholders and if it complied with the statutory requirements set out in the Corporations Act. The court had to assess the fairness of the scheme to different classes of creditors and members, as well as evaluate whether the requisite majority votes had been obtained for approval.
In its decision, the court found that the formal requirements of the scheme had been satisfied. The scheme was deemed fair and reasonable for all affected parties, and the requisite majority votes had been obtained. The court approved the scheme of arrangement, considering the overall benefits to the company and its stakeholders. The approval facilitated the restructuring of Pendal Group Ltd's financial obligations, allowing the company to move forward with its reorganisation efforts.
The final orders of the court approved the scheme of arrangement proposed by Pendal Group Ltd, thereby enabling the company to implement the restructuring plan as outlined in the scheme. The court's decision provided clarity and certainty for all parties involved, allowing the company to proceed with its financial reorganisation under the approved scheme.