Re: White Horses Pty Ltd

The case before the court involved White Horses Pty Ltd, a home unit company, which applied for an order under section 411(1) of the Corporations Act 2001 (Cth) to convene a meeting of its shareholders to consider and vote on a proposed scheme of arrangement. The scheme involved the sale of the company’s land and building to a developer, with the purchase price being allocated among the shareholders proportionately, followed by the winding up of the company. The building was nearing the end of its serviceable life, and the proposed scheme aimed to resolve the future of the property.

The primary legal issue was whether the court should order a meeting of the members to consider and vote on the proposed scheme. This involved determining whether all the shareholders could properly be treated as a single class for the purposes of voting on the scheme, despite their differing interests in the units and the varying value of their respective rights of occupation. The court also had to consider whether the scheme complied with the requirements of the Corporations Act and the company’s constitution.

The court determined that all shareholders could indeed be treated as a single class for the purposes of the meeting. The differing interests and values of the units did not prevent the shareholders from meeting and voting on the resolution as a single class, as the rights of occupation were provided for under the company's constitution and supported by a lease between the company and each relevant member. The court found that the scheme complied with the legislative and constitutional requirements and ordered the meeting to proceed as proposed. The explanatory statement accompanying the scheme was approved with a minor amendment to clarify the directors' voting intentions and their lack of interests in the proposed buyer.

The orders made by the court required the applicant company to convene the meeting on a specified date and location, to send out the necessary documents to the shareholders, and to follow specific procedural guidelines during the meeting. The court also set out detailed provisions for the conduct of the meeting, including the rules for voting by poll and the appointment of a chairman. The explanatory statement provided to the shareholders was to be amended to reflect the directors’ intentions and their lack of any marketable securities in the proposed buyer.