Re Real Estate Capital Partners Managed Investments Limited as Responsible Entity of the Real Estate Capital Partners USA Property Trust

Real Estate Capital Partners Managed Investments Limited, as the responsible entity of the Real Estate Capital Partners USA Property Trust, applied for judicial advice under section 63 of the Trustee Act 1925. The applicant sought clarification on its ability to redeem members' units, particularly in light of the prohibition on the acquisition of relevant interests in voting shares under section 606 of the Corporations Act 2001 (Cth). The central issues revolved around the definition of "relevant interest" under section 608 of the Corporations Act, the timing of the acquisition of such interests by the responsible entity, and the implications of ASX Listing Rule 10.1 on the redemption process.

The court considered whether the responsible entity's acquisition of relevant interests in voting shares occurred prior to the redemption period and if the ASX Listing Rule 10.1 impacted the responsible entity's ability to redeem members' units. The court also examined the meaning of "adequate procedures" for dealing with redemption requests, as well as the definition of a "right to withdraw" under section 604GA(4) of the Corporations Act. Ultimately, the court found that the responsible entity's acquisition of relevant interests in voting shares did not prohibit it from redeeming members' units, provided that adequate procedures were in place to handle redemption requests.

In conclusion, the court determined that the responsible entity could redeem members' units despite holding relevant interests in voting shares, as long as it adhered to the adequate procedures outlined in section 604GA(4) of the Corporations Act. The court's decision provides clarity on the interplay between the Corporations Act, ASX Listing Rules, and the Trustee Act in the context of managed investment schemes. The court's ruling allows the responsible entity to proceed with the redemption process, ensuring that members' rights are protected and the scheme operates within the legislative framework.