Veda Group Limited, in the matter of Veda Group Limited (No 2)

[2016] FCA 103

FEDERAL COURT OF AUSTRALIA

Veda Group Limited, in the matter of Veda Group Limited (No 2) [2016] FCA 103

File number(s):	NSD 1500 of 2015
Judge(s):	YATES J
Date of judgment:	10 February 2016
Catchwords:	CORPORATIONS – scheme of arrangement – second court hearing – application for approval
Legislation:	Corporations Act 2001 (Cth) ss 411, 412, 1319
Cases cited:	Veda Group Limited, in the matter of Veda Group Limited [2015] FCA 1506
Date of hearing:	10 February 2016
Registry:	New South Wales
Division:	General Division
National Practice Area:	Commercial and Corporations
Sub-area:	Corporations and Corporate Insolvency
Category:	Catchwords
Number of paragraphs:	9
Counsel for the Plaintiff:	Mr IM Jackman SC
Solicitor for the Plaintiff:	Herbert Smith Freehills
Counsel for Equifax Inc:	Mr J Williams
Solicitor for Equifax Inc:	Allens

ORDERS

NSD 1500 of 2015

IN THE MATTER OF VEDA GROUP LIMITED ABN 26 124 306 958

VEDA GROUP LIMITED ABN 26 124 306 958

Plaintiff

JUDGE:	YATES J
DATE OF ORDER:	10 FEBRUARY 2016

THE COURT ORDERS THAT:

1.Pursuant to ss 411(4)(b) and 411(6) of the Corporations Act 2001 (Cth) (Act), the scheme of arrangement between the plaintiff and its members (scheme), in the form contained in Annexure D of the scheme booklet issued by the plaintiff and dated 11 December 2015, being Exhibit A in the proceeding, is approved.

2.The plaintiff lodge with the Australian Securities and Investments Commission a copy of the approved scheme at the time of lodging a copy of these orders.

3.Pursuant to s 411(12) of the Act, the plaintiff is exempt from compliance with s 411(11) of the Act in relation to the scheme.

4.These orders be entered forthwith.

Note:    Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

REASONS FOR JUDGMENT

YATES J:

1. The plaintiff, Veda Group Limited, seeks orders pursuant to ss 411(4)(b) and 411(6) of the Corporations Act 2001 (Cth) (the Act) approving a scheme of arrangement, the terms of which are contained in Annexure D of the scheme booklet which is Exhibit A in the proceeding (the scheme).

2. On 11 December 2015, I made orders pursuant to ss 411(1) and 1319 of the Act providing for the convening of a meeting of members to consider the scheme and, if thought fit, agree to it (the scheme meeting):  Veda Group Limited, in the matter of Veda Group Limited [2015] FCA 1506.

3. On 8 February 2016, the meeting was held and the scheme was agreed to by majorities that satisfied the requirement of s 411(4)(a)(ii) of the Act.

4. The following affidavits have been read in support of the orders now sought:

   ·Helen Marion Nugent, sworn 8 February 2016;

   ·Alexandra Louise Payne, sworn 8 February 2016; and

   ·Rakitha Yahan Amaranath, affirmed 8 February 2016.

5. On the evidence before me, I am satisfied that the explanatory statement, represented by the scheme booklet, was registered with the Australian Securities and Investments Commission (ASIC) on 11 December 2015.

6. The scheme meeting was convened and held under s 411(1) of the Act in accordance with the orders made on 11 December 2015. At the meeting held on 8 February 2016, 94.83% of the members present and voting (either in person or by proxy) voted in favour of the scheme. Further, 99.95% of the votes were cast in favour of the scheme. A notice of the second court hearing was published in The Australian newspaper on 5 February 2016, also in accordance with the orders made on 11 December 2015. There is evidence, in the form of a deed, that the conditions precedent to the scheme, as provided in the Scheme Implementation Deed, have either been satisfied or waived: see Exhibit D. ASIC has provided a statement in writing that it has no objection to the scheme: see Exhibit C. Accordingly, there is no impediment under s 411(17) of the Act to the Court giving that approval that is sought.

7. I am satisfied that the scheme is fair and reasonable.  In this connection, I note that the plaintiff’s directors unanimously recommended the scheme to members; no superior proposal has been forthcoming; the independent expert, Grant Samuel & Associates Pty Limited, has provided an opinion that the scheme is fair and reasonable and in the best interests of members; the scheme has been agreed to by the members, with the significant majorities I have recorded; and no person has come forward to oppose the scheme. 

8. There are no matters arising out of the convening of the scheme meeting, the conduct of the meeting or the approval given by the plaintiff’s members that require mention.

9. All necessary procedural requirements have been satisfied for the approval that is now sought from the Court. There is no discretionary reason why approval should not be given. The scheme should, therefore, be approved by the Court. I will also order that, pursuant to s 411(12) of the Act, the plaintiff be exempted from compliance with s 411(11).

I certify that the preceding nine (9) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Yates.

Associate:

Dated:        17 February 2016