Re QT Mutual Bank Ltd - [2016] QSC 228

SUPREME COURT OF QUEENSLAND

CITATION:

Re QT Mutual Bank Ltd [2016] QSC 228

PARTIES:

QT MUTUAL BANK LTD
ABN 83 087 651 054

(applicant)

FILE NO/S:

SC No 9068 of 2016

DIVISION:

Trial Division

PROCEEDING:

Originating Application

DELIVERED ON:

21 September 2016, ex tempore

DELIVERED AT:

Brisbane

HEARING DATE:

21 September 2016

JUDGE:

Bond J

ORDER:

The order of the Court is that:

1. Pursuant to subsection 411(1) and section 1319 of the Corporations Act 2001 (Cth) (Act):

(a)     the Applicant, QT Mutual Bank Limited (QTMB), convene a meeting of QTMB members (Scheme Meeting) for the purpose of considering, and if thought fit, agreeing (with or without modification) to a scheme of arrangement proposed between QTMB and the said members (Scheme) being the Scheme substantially in the form of that contained in the explanatory statement in relation to the Scheme (Scheme Booklet), which is at Tab 8 to Exhibit “PW-1” to the affidavit of Peter Geoffrey Whitelaw sworn on 19 September 2016 (Mr Whitelaw's Affidavit);

(b)     the Scheme Meeting be held on Wednesday, 2 November 2016 at the Royal International Convention Centre, 600 Gregory Terrace, Bowen Hills in the State of Queensland;

(c)     the Chairperson of the Scheme Meeting be Peter Geoffrey Whitelaw and, in his absence, John Thomas Fisher-Stamp;

(d)     the Chairperson appointed to the Scheme Meeting has the power to adjourn the Scheme Meeting in his absolute discretion;

(e)     except for procedural motions, all voting at the Scheme Meeting be by poll as declared by the Chairperson;

(f)      the Scheme Booklet and proxy forms in respect of the Scheme Meeting substantially in the form of the documents which are at 22 and 23 to Exhibit “PW-1” of Mr Whitelaw's Affidavit (Proxy Forms) are approved for distribution to QTMB members.

2. Pursuant to section 1319 of the Act, on or before 6 October 2016 there be dispatched to:

(a)     each QTMB member who has nominated an electronic address for the purposes of receiving notices of meeting and proxy forms from QTMB, at such address, an email substantially in the form of the documents exhibited at Tabs 18 and 19 of Mr Whitelaw’s Affidavit.

(b)     each other QTMB member, by hand at, or prepaid post or courier to, the address of that QTMB member as set out in the register of members of QTMB, a copy of the Scheme Booklet and the proxy form exhibited at Tab 22 of Mr Whitelaw’s Affidavit.

3.    Regulations 5.6.12 and 5.6.14 to 5.6.36A of the Corporations Regulations 2001 (Cth) will not apply to the Scheme Meeting.

4. Notice of the hearing of an application pursuant to subsection 411(4)(b) of the Act for orders approving the scheme of arrangement be published by an advertisement in The Courier Mail newspaper substantially in the form of “Annexure A” to this order, such advertisement to be published on or before 1 November 2016, and the Applicant be otherwise exempted from compliance with rule 3.4 of the Corporations Proceedings Rules.

5.    The Originating Application filed on 6 September…

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 QT Mutual Bank Ltd

Details

AGLC: Re QT Mutual Bank Ltd [2016] QSC 228
Case: [2016] QSC 228
Decision Date: 21 September 2016, ex tempore

CaseChat Overview and Summary

QT Mutual Bank Limited (QTMB) applied to the Court for an order to convene a meeting of its shareholders to consider a proposed scheme of arrangement. The Court was required to determine whether it should grant the order to convene the meeting, as requested by QTMB. The primary legal issue was whether the Court should approve the convening of a shareholders' meeting under the Corporations Act 2001 (Cth). The Court considered the relevant provisions of the Act and the circumstances of the application, including the contents of the explanatory statement and the need to ensure proper notice and participation by the shareholders.

The Court found that the application met the requirements for convening a shareholders' meeting under the Act. It considered that the proposed scheme of arrangement was in the best interests of the company and its shareholders, and that the meeting should proceed as planned. The Court also noted that the explanatory statement provided sufficient information for shareholders to make an informed decision. Consequently, the Court made an order convening the meeting, specifying the date, location, and procedural details. Additionally, the Court ordered the distribution of the scheme booklet and proxy forms to the shareholders, and exempted QTMB from certain regulatory requirements and procedural rules.

The final orders of the Court included convening the shareholders' meeting on 2 November 2016, specifying the location and procedural details, approving the scheme booklet and proxy forms, exempting QTMB from certain regulatory requirements, and directing the publication of notice of the hearing of the application for orders approving the scheme of arrangement. The Originating Application was adjourned to 9 November 2016, with liberty to apply on two days' notice.

Orders

Orders of the court

The order of the Court is that:

1. Pursuant to subsection 411(1) and section 1319 of the Corporations Act 2001 (Cth) (Act):

(a) the Applicant, QT Mutual Bank Limited (QTMB), convene a meeting of QTMB members (Scheme Meeting) for the purpose of considering, and if thought fit, agreeing (with or without modification) to a scheme of arrangement proposed between QTMB and the said members (Scheme) being the Scheme substantially in the form of that contained in the explanatory statement in relation to the Scheme (Scheme Booklet), which is at Tab 8 to Exhibit “PW-1” to the affidavit of Peter Geoffrey Whitelaw sworn on 19 September 2016 (Mr Whitelaw's Affidavit);

(b) the Scheme Meeting be held on Wednesday, 2 November 2016 at the Royal International Convention Centre, 600 Gregory Terrace, Bowen Hills in the State of Queensland;

(d) the Chairperson appointed to the Scheme Meeting has the power to adjourn the Scheme Meeting in his absolute discretion;

(e) except for procedural motions, all voting at the Scheme Meeting be by poll as declared by the Chairperson;

(f) the Scheme Booklet and proxy forms in respect of the Scheme Meeting substantially in the form of the documents which are at 22 and 23 to Exhibit “PW-1” of Mr Whitelaw's Affidavit (Proxy Forms) are approved for distribution to QTMB members.

2. Pursuant to section 1319 of the Act, on or before 6 October 2016 there be dispatched to:

(a) each QTMB member who has nominated an electronic address for the purposes of receiving notices of meeting and proxy forms from QTMB, at such address, an email substantially in the form of the documents exhibited at Tabs 18 and 19 of Mr Whitelaw’s Affidavit.

(b) each other QTMB member, by hand at, or prepaid post or courier to, the address of that QTMB member as set out in the register of members of QTMB, a copy of the Scheme Booklet and the proxy form exhibited at Tab 22 of Mr Whitelaw’s Affidavit.

3. Regulations 5.6.12 and 5.6.14 to 5.6.36A of the Corporations Regulations 2001 (Cth) will not apply to the Scheme Meeting.

4. Notice of the hearing of an application pursuant to subsection 411(4)(b) of the Act for orders approving the scheme of arrangement be published by an advertisement in The Courier Mail newspaper substantially in the form of “Annexure A” to this order, such advertisement to be published on or before 1 November 2016, and the Applicant be otherwise exempted from compliance with rule 3.4 of the Corporations Proceedings Rules.

5. The Originating Application filed on 6 September 2016 is adjourned to 9 November 2016.

6. Liberty to apply on 2 days’ notice.

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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CITATION:	Re QT Mutual Bank Ltd [2016] QSC 228
PARTIES:	QT MUTUAL BANK LTD ABN 83 087 651 054 (applicant)
FILE NO/S:	SC No 9068 of 2016
DIVISION:	Trial Division
PROCEEDING:	Originating Application
DELIVERED ON:	21 September 2016, ex tempore
DELIVERED AT:	Brisbane
HEARING DATE:	21 September 2016
JUDGE:	Bond J
ORDER:	The order of the Court is that: *1. Pursuant to subsection 411(1) and section 1319 of the Corporations Act* 2001 (Cth) (Act): (a) the Applicant, QT Mutual Bank Limited (QTMB), convene a meeting of QTMB members (Scheme Meeting) for the purpose of considering, and if thought fit, agreeing (with or without modification) to a scheme of arrangement proposed between QTMB and the said members (Scheme) being the Scheme substantially in the form of that contained in the explanatory statement in relation to the Scheme (Scheme Booklet), which is at Tab 8 to Exhibit “PW-1” to the affidavit of Peter Geoffrey Whitelaw sworn on 19 September 2016 (Mr Whitelaw's Affidavit); (b) the Scheme Meeting be held on Wednesday, 2 November 2016 at the Royal International Convention Centre, 600 Gregory Terrace, Bowen Hills in the State of Queensland; (c) the Chairperson of the Scheme Meeting be Peter Geoffrey Whitelaw and, in his absence, John Thomas Fisher-Stamp; (d) the Chairperson appointed to the Scheme Meeting has the power to adjourn the Scheme Meeting in his absolute discretion; (e) except for procedural motions, all voting at the Scheme Meeting be by poll as declared by the Chairperson; (f) the Scheme Booklet and proxy forms in respect of the Scheme Meeting substantially in the form of the documents which are at 22 and 23 to Exhibit “PW-1” of Mr Whitelaw's Affidavit (Proxy Forms) are approved for distribution to QTMB members. 2. Pursuant to section 1319 of the Act, on or before 6 October 2016 there be dispatched to: (a) each QTMB member who has nominated an electronic address for the purposes of receiving notices of meeting and proxy forms from QTMB, at such address, an email substantially in the form of the documents exhibited at Tabs 18 and 19 of Mr Whitelaw’s Affidavit. (b) each other QTMB member, by hand at, or prepaid post or courier to, the address of that QTMB member as set out in the register of members of QTMB, a copy of the Scheme Booklet and the proxy form exhibited at Tab 22 of Mr Whitelaw’s Affidavit. 3. Regulations 5.6.12 and 5.6.14 to 5.6.36A of the Corporations Regulations 2001 (Cth) will not apply to the Scheme Meeting.** 4. Notice of the hearing of an application pursuant to subsection 411(4)(b) of the Act for orders approving the scheme of arrangement be published by an advertisement in The Courier Mail newspaper substantially in the form of “Annexure A” to this order, such advertisement to be published on or before 1 November 2016, and the Applicant be otherwise exempted from compliance with rule 3.4 of the Corporations Proceedings Rules. 5. The Originating Application filed on 6 September…