Woolworths Group Limited v Pinnacle Liquor Group Pty Limited, in the matter of Woolworths Group Limited

The case involves Woolworths Group Limited and its subsidiaries, who are the plaintiffs, and Pinnacle Liquor Group Pty Limited, the defendant. The plaintiffs are seeking court approval for four proposed schemes of arrangement, each involving the transfer of certain assets, property, liabilities, and undertakings to the defendant companies. The schemes are intended to facilitate a reconstruction or amalgamation under the Corporations Act 2001 (Cth). The primary legal issues before the court were whether the proposed schemes were in the best interests of the respective members of the plaintiffs and whether they complied with the statutory requirements under the Corporations Act. The court had to consider whether the schemes were fair and reasonable to the members and whether they would not materially prejudice the rights of creditors.

The court granted the application for the convening of the scheme meetings and the despatch of the scheme booklets. It found that the proposed schemes met the statutory requirements and were fair and reasonable to the members. The court was satisfied that the schemes would not materially prejudice the rights of creditors, as confirmed by the KPMG Report, which found that the Restructure Scheme would not materially prejudice the ability of the scheme companies to pay their creditors and that creditors of the Woolworths Drinks Business and the Woolworths Food & Portfolio Business would not be materially prejudiced by the Restructure and subsequent ALH merger. The court also considered the procedural fairness of the proposed meetings and the despatch of the scheme booklets.

The final orders included convening the scheme meetings on 16 December 2019, appointing chairmen for the meetings, approving the scheme booklets and proxy forms for distribution to members, and despatching the scheme booklets to members. The court also made an order for the confidentiality of a specific document and for the adjournment of the originating process. The orders were entered forthwith, and the scheme meetings were to be held consecutively, with the next court hearing scheduled for 19 December 2019.