Re URB Investments Ltd

URB Investments Ltd, a public company listed on the Australian Stock Exchange (ASX), applied to the Federal Court for an order that it convene a meeting of its members to consider and vote on a proposed scheme of arrangement (Scheme) for the acquisition of 100% of URB by 360 Capital FM as responsible entity for the TOT Active Fund. The Court was required to determine whether the Scheme was of such a nature and cast in such terms that if it achieved the requisite statutory majorities at the meeting of members, the Court would likely approve it. This involved assessing the fairness and appropriateness of the Scheme, including the valuation of URB by an independent expert and the potential benefits for URB's shareholders. The Court also needed to consider whether the Scheme involved a class creating transaction, which would require separate class meetings and approvals.

The Court accepted URB's submissions that the Scheme was not class creating, primarily because the transaction did not affect the legal rights of URB's shareholders differently. The Court was satisfied that the Scheme was fair and reasonable, considering the independent expert's valuation and the potential benefits to URB's shareholders, such as a modest increase in net tangible asset value, higher expected distributions, and improved share liquidity post-implementation. The Court further noted that the Deed of Novation, which was part of the Scheme's conditions precedent, was negotiated at arm's length and did not alter the community of interest among URB's shareholders. Based on this assessment, the Court made the orders sought by URB, including convening a meeting of URB's members to vote on the Scheme, distributing the explanatory statement to eligible members, and approving the form of the proxy form and the scheme documents. The Court also granted relief from certain procedural rules to facilitate the meeting and the Scheme's implementation.