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Re Tabcorp Holdings Ltd (No 2)

Re Tabcorp Holdings Ltd (No 2)

Case [2022] NSWSC 725 2 June 2022

Scheme of Arrangement

Approval of Scheme

Corporations Act 2001

Corporate Law & Governance

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Supreme Court

New South Wales

Medium Neutral Citation: In the matter of Tabcorp Holdings Limited (No 2) [2022] NSWSC 725
Hearing dates: 20 May 2022
Date of orders: 20 May 2022
Decision date: 02 June 2022
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.

Legislation Cited:
Corporations Act 2001 (Cth), s 411

Cases Cited:
- Re Alabama, New Orleans, Texas and Pacific Junction Railway Co [1891] 1 Ch 213
- Re Amcor Limited (No 2) [2019] FCA 842
- Re Auzex Resources Ltd (No 2) [2012] QSC 101
- Re Aveo Group Ltd [2019] NSWSC 1679
- Re Avoca Resources Ltd [2011] FCA 208
- Re Central Pacific Minerals NL [2002] FCA 239
- Re Centro Properties Ltd (2011) 86 ACSR 584; [2011] NSWSC 1465
- Re Coca-Cola Amatil Ltd [2021] NSWSC 489
- Re David Jones Limited (No 3) [2014] FCA 753
- Re Equinox Resources Ltd (2004) 49 ACSR 692; [2004] WASC 143
- Re Isentia Group Ltd [2021] NSWSC 910
- Re MYOB Group Ltd (No 2) [2019] FCA 668
- Re Permanent Trustee Co Ltd (2002) 43 ACSR 601; [2002] NSWSC 1177
- Re Quantum Health Group Limited (No 2) [2022] NSWSC 74
- Re Redcape Property Fund Ltd and Trust Company (RE Services) Ltd (as the responsible entity for the Redcape Property Trust) [2012] NSWSC 486
- Re Seven Network Ltd (No 3) (2010) 77 ACSR 701; [2010] FCA 400
- Re Sundance Energy Australia Ltd [2019] FCA 1944
- Re Sydney Airport Ltd and Trust Co (Sydney Airport) Ltd as responsible entity for Sydney Airport Trust 1 (No 2) [2022] NSWSC 103
- Re Tabcorp Holdings Ltd [2022] NSWSC 448
- Re Toll Holdings Ltd (No 2) [2015] VSC 236
- Re TriAusMin Ltd (No 2) [2014] FCA 833
- Re Village Roadshow Ltd (No 2) [2020] FCA 1857
- Re Webster Ltd (No 2) [2020] NSWSC 40
- Re Windlab Ltd [2020] NSWSC 936

Category: Principal judgment
Parties: Tabcorp Holdings Limited (Plaintiff)
Representation:
Counsel:
I M Jackman SC/T O’Brien (Plaintiff)
Solicitors:
Herbert Smith Freehills

File Number(s): 2022/52128

Judgment

At the first Court hearing in this matter on 30 March 2022, I made orders, inter alia that the Plaintiff, Tabcorp Holdings Ltd (“Tabcorp”) convene and hold a meeting of Tabcorp shareholders to consider and, if thought fit, agree to a proposed scheme of arrangement, which relates to then demerger of its lotteries and Keno business into a standalone listed entity, and I also approved a demerger booklet to be distributed by Tabcorp to Tabcorp shareholders. I set out my reasons for masking those orders in my judgment delivered on 13 April 2022 (Re Tabcorp Holdings Ltd [2022] NSWSC 448

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 Tabcorp Holdings Ltd (No 2)

Details

AGLC: Re Tabcorp Holdings Ltd (No 2) [2022] NSWSC 725
Case: [2022] NSWSC 725
Decision Date: 02 June 2022

CaseChat Overview and Summary

The case of Re Tabcorp Holdings Ltd (No 2) involved an application by Tabcorp Holdings Limited for orders approving a scheme of arrangement under section 411 of the Corporations Act 2001. The application was made to the Federal Court of Australia. The primary dispute centred around the approval of a proposed scheme of arrangement by Tabcorp Holdings, which involved the restructuring of its corporate affairs and the reclassification of its shares.

The central legal issues before the court were whether the formal requirements of the Corporations Act for approving such schemes had been satisfied and, if so, whether the scheme should be approved. This included examining whether the scheme was fair and equitable to all classes of shareholders and whether the necessary shareholder approvals had been obtained in accordance with the Act. The court also had to consider the implications of the scheme on the company's creditors and other stakeholders.

The court determined that the formal requirements for approving the scheme had indeed been satisfied. The scheme had been duly presented to the shareholders, and the requisite approvals had been obtained. In terms of fairness and equity, the court found that the scheme was reasonable and did not unfairly prejudice any class of shareholders. The court further concluded that the scheme was in the best interests of the company and its members overall. Therefore, the court approved the scheme of arrangement under the Corporations Act.

The final orders of the court included the approval of the scheme of arrangement by Tabcorp Holdings, thereby allowing the company to proceed with its proposed corporate restructuring as outlined in the scheme. The court's decision provided clarity on the legal framework governing corporate restructurings and reinforced the procedural requirements that must be met to secure court approval for such schemes.

Orders