Re Sydney Airport Limited and The Trust Company (Sydney Airport) Limited as responsible entity for Sydney Airport Trust 1

Sydney Airport Limited and The Trust Company (Sydney Airport) Limited, as the responsible entity for Sydney Airport Trust, sought an order convening a meeting of members to consider a proposed scheme of arrangement under the Corporations Act 2001. The application was made to the Supreme Court of New South Wales, which was required to determine whether the statutory requirements for ordering such a meeting were met. The central issue before the court was whether the necessary criteria were satisfied to convene a meeting of the company's members to consider and, if deemed appropriate, approve the proposed scheme of arrangement.

The court considered whether the statutory requirements under section 411 of the Corporations Act 2001 were fulfilled, which include the necessity for the responsible entity to be of the opinion that it is in the best interests of the company's members for the scheme to be implemented. The court examined the application and supporting affidavits, including the assessment of the financial and strategic benefits of the proposed scheme, as well as the potential impacts on the members. The court also needed to determine if the responsible entity had acted in accordance with the statutory provisions and whether the application met all procedural requirements.

In reaching its decision, the court determined that the requirements under section 411 of the Corporations Act 2001 were satisfied. The court found that the responsible entity had adequately demonstrated that it was in the best interests of the company's members for the scheme of arrangement to proceed, and that all procedural steps had been correctly followed. The court therefore ordered the convening of a meeting of the company's members to consider and vote on the proposed scheme of arrangement. Additionally, the court found that the responsible entity had a reasonable basis for its opinion and that all necessary statutory conditions were met.

The final order of the court was that a meeting of the members of Sydney Airport Limited be convened to consider and, if thought fit, to approve the proposed scheme of arrangement as set out in the application. The court’s decision provided clarity on the process for convening such meetings and reinforced the importance of due diligence and compliance with statutory requirements in corporate restructurings.