Re The Rock Building Society Limited - [2011] QSC 310

SUPREME COURT OF QUEENSLAND

CITATION:

In the matter of The Rock Building Society Limited [2011] QSC 310

PARTIES:

IN THE MATTER OF THE ROCK BUILDING SOCIETY LIMITED

ABN 16 067 765 717
(Applicant)

FILE NO/S:

BS 8865 of 2011

DIVISION:

Trial Division

PROCEEDING:

Originating Application

ORIGINATING COURT:

Supreme Court

DELIVERED ON:

Orders made ex tempore on 18 October 2011

Reasons delivered 21 October 2011

DELIVERED AT:

Brisbane

HEARING DATE:

18 October 2011

JUDGE:

McMurdo J

ORDER:

Made ex tempore on 18 October 2011:

1.   Pursuant to subsection 411(1) of the Corporations Act 2001 (Cth) (Act), the Applicant, The Rock Building Society Limited (The Rock), convene a meeting of The Rock shareholders (Scheme Meeting) for the purpose of considering, and it thought fit, agreeing (with or without modification) to a scheme of arrangement proposed between The Rock and the said shareholders (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 "SEL-1" to the affidavit of Stephen Edward Lonie filed on 18 October 2011.

2.   The Scheme Meeting be held on Monday, 28 November 2011 at Travelodge Hotel, 86 Victoria Parade, Rockhampton in the State of Queensland.

3.   The Chairperson of the Scheme Meeting be Stephen Edward Lonie and, in his absence, Rodney Andrew Davies.

4.   The Chairperson appointed to the Scheme Meeting has the power to adjourn the Scheme Meeting in his absolute discretion.

5.   Except for procedural motions, all voting at the Scheme Meeting be by poll as declared by the Chairperson.

6. Pursuant to subsection 411(1) of the Act, the Scheme Booklet is approved for distribution to The Rock shareholders.

7.   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.

8. 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 substantially in the form of "Annexure A" to this order, such advertisement to be published on or before 25 November 2011, and the Applicant be otherwise exempted from compliance with rule 3.4 of the Corporations Proceedings Rules.

9.   The Originating Application filed on 30 September 2011 is adjourned to 10:00 am on Thursday, 1 December 2011.

10.   Liberty to apply on 2 days' notice.

CATCHWORDS:

CORPORATIONS – ARRANGEMENTS AND RECONSTRUCTIONS – SCHEMES OF ARRANGEMENT OR COMPROMISE – APPLICATION FOR ORDER FOR MEETING – where the applicant company applied for orders to convene a meeting of its shareholders to consider a scheme of arrangement – where the scheme provides for the shareholders to transfer their shares in the applicant to MyState Limited in return for shares in MyState Limited – whether the court should order a meeting and approve the explanatory statement

Corporations Act2001 (Cth), s 411

Corporations Regulations2001 (Cth)

Re APN News & Media Ltd (2007) 62 ACSR 400, cited
Re Golden Circle Limited [2008] QSC 298,…

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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Details

Case: [2011] QSC 310
Decision Date: 18 October 2011

CaseChat Overview and Summary

The Rock Building Society Limited applied to the court for orders to convene a meeting of its shareholders to consider a scheme of arrangement under which the shareholders would transfer their shares in the company to MyState Limited in exchange for shares in MyState Limited. The application was made pursuant to section 411 of the Corporations Act 2001 (Cth). The primary legal issues the court had to decide were whether to order a meeting of the shareholders to consider the scheme and whether to approve the explanatory statement that would be distributed to the shareholders. The court also needed to determine the procedural aspects of the meeting, including the venue, chairperson, voting method, and notice requirements.

The court found that the application met the statutory requirements and that the explanatory statement was clear and accurate. The court approved the scheme and ordered the meeting of shareholders, specifying the venue, chairperson, and voting method. The court also approved the notice to be given to shareholders and exempted the applicant from certain procedural rules. The court concluded that the scheme was in the best interests of the shareholders and ordered the meeting to be held on 28 November 2011.

The orders made by the court included convening the shareholders' meeting, specifying the venue and chairperson, approving the explanatory statement, and exempting the applicant from certain procedural rules. The court also ordered that notice of the hearing of an application for approval of the scheme be published in a particular form and that the originating application be adjourned to a later date. Liberty to apply on short notice was granted.

Orders

Orders of the court

Made ex tempore on 18 October 2011:

1. Pursuant to subsection 411(1) of the Corporations Act 2001 (Cth) (Act), the Applicant, The Rock Building Society Limited (The Rock), convene a meeting of The Rock shareholders (Scheme Meeting) for the purpose of considering, and it thought fit, agreeing (with or without modification) to a scheme of arrangement proposed between The Rock and the said shareholders (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 "SEL-1" to the affidavit of Stephen Edward Lonie filed on 18 October 2011.

2. The Scheme Meeting be held on Monday, 28 November 2011 at Travelodge Hotel, 86 Victoria Parade, Rockhampton in the State of Queensland.

3. The Chairperson of the Scheme Meeting be Stephen Edward Lonie and, in his absence, Rodney Andrew Davies.

4. The Chairperson appointed to the Scheme Meeting has the power to adjourn the Scheme Meeting in his absolute discretion.

5. Except for procedural motions, all voting at the Scheme Meeting be by poll as declared by the Chairperson.

6. Pursuant to subsection 411(1) of the Act, the Scheme Booklet is approved for distribution to The Rock shareholders.

7. 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.

8. 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 substantially in the form of "Annexure A" to this order, such advertisement to be published on or before 25 November 2011, and the Applicant be otherwise exempted from compliance with rule 3.4 of the Corporations Proceedings Rules.

9. The Originating Application filed on 30 September 2011 is adjourned to 10:00 am on Thursday, 1 December 2011.

10. Liberty to apply on 2 days' notice.

Background

Background to the litigation

Full text does not contain this section.

Evidence

Evidence Before The Court

Full text does not contain this section.

Decision

Reasons for decision

Full text does not contain this section.

Ratio Decidendi

Legal Principle Established

Full text does not contain this section.

CITATION:	In the matter of The Rock Building Society Limited [2011] QSC 310
PARTIES:	IN THE MATTER OF THE ROCK BUILDING SOCIETY LIMITED ABN 16 067 765 717 (Applicant)
FILE NO/S:	BS 8865 of 2011
DIVISION:	Trial Division
PROCEEDING:	Originating Application
ORIGINATING COURT:	Supreme Court
DELIVERED ON:	Orders made ex tempore on 18 October 2011 Reasons delivered 21 October 2011
DELIVERED AT:	Brisbane
HEARING DATE:	18 October 2011
JUDGE:	McMurdo J
ORDER:	Made ex tempore on 18 October 2011: 1. Pursuant to subsection 411(1) of the Corporations Act 2001 (Cth) (Act), the Applicant, The Rock Building Society Limited (The Rock), convene a meeting of The Rock shareholders (Scheme Meeting) for the purpose of considering, and it thought fit, agreeing (with or without modification) to a scheme of arrangement proposed between The Rock and the said shareholders (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 "SEL-1" to the affidavit of Stephen Edward Lonie filed on 18 October 2011. 2. The Scheme Meeting be held on Monday, 28 November 2011 at Travelodge Hotel, 86 Victoria Parade, Rockhampton in the State of Queensland. 3. The Chairperson of the Scheme Meeting be Stephen Edward Lonie and, in his absence, Rodney Andrew Davies. 4. The Chairperson appointed to the Scheme Meeting has the power to adjourn the Scheme Meeting in his absolute discretion. 5. Except for procedural motions, all voting at the Scheme Meeting be by poll as declared by the Chairperson. 6. Pursuant to subsection 411(1) of the Act, the Scheme Booklet is approved for distribution to The Rock shareholders. *7. 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.** 8. 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 substantially in the form of "Annexure A" to this order, such advertisement to be published on or before 25 November 2011, and the Applicant be otherwise exempted from compliance with rule 3.4 of the Corporations Proceedings Rules. 9. The Originating Application filed on 30 September 2011 is adjourned to 10:00 am on Thursday, 1 December 2011. 10. Liberty to apply on 2 days' notice.
CATCHWORDS:	CORPORATIONS – ARRANGEMENTS AND RECONSTRUCTIONS – SCHEMES OF ARRANGEMENT OR COMPROMISE – APPLICATION FOR ORDER FOR MEETING – where the applicant company applied for orders to convene a meeting of its shareholders to consider a scheme of arrangement – where the scheme provides for the shareholders to transfer their shares in the applicant to MyState Limited in return for shares in MyState Limited – whether the court should order a meeting and approve the explanatory statement Corporations Act2001 (Cth), s 411 Corporations Regulations2001 (Cth) Re APN News & Media Ltd (2007) 62 ACSR 400, cited Re Golden Circle Limited [2008] QSC 298,…