Legal Research
Cases
Re Nuplex Industries

Re Nuplex Industries

Case [2016] NZHC 1677 22 July 2016

Scheme of Arrangement

Statutory Interpretation

Corporate Law & Governance

No judgment structure available for this case.

Type to search within this case.

IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY

CIV-2016-404-1191 [2016] NZHC 1677

UNDER Part 19 of the High Court Rules

IN THE MATTER OF

a scheme of arrangement under Part 15 of the Companies Act 19(3

IN THE MATTER OF

NUPLEX INDUSTRIES Applicant

Hearing: On the papers

Appearances:

S J P Ladd and T B Fitzgerald for applicant

Judgment:

22 July 2016

JUDGMENT OF KATZ J

This judgment was delivered by me on 22 July 2016 at 10:00am
Pursuant to Rule 11.5 High Court Rules
Registrar/Deputy Registrar

Solicitors: Bell Gully, Auckland

NUPLEX INDUSTRIES LIMITED [2016] NZHC 1677 [22 July 2016]

Introduction

[1] Nuplex Industries Limited (“Nuplex”) seeks final orders approving a scheme of arrangement under Part 15 of the Companies Act 1993. Initial orders, addressing various procedural matters, were made on 10 June 2016 (“Initial Orders”). No notices of opposition or appearances have been filed.

[2] Nuplex has filed a number of affidavits in support of its application, including two affidavits from Peter Springford, the chairperson of Nuplex’s board of directors. Additional supporting affidavits have been provided by James Cooney and Jennifer Coote (both of Bell Gully), Marie Joseph Flore van In (Allnex), Lisa Gaye Crooke (PwC), Duncan Taylor (Allnex) and Michael Lorimer (Grant Samuel).

[3] Nuplex’s proposed scheme of arrangement (“Scheme”) is intended to implement an acquisition by Allnex New Zealand Limited (“Allnex NZ”) of all of the shares in Nuplex, by providing for all of the shares in Nuplex to be transferred from their owners to Allnex NZ and for Allnex NZ to pay those shareholders $5.43 per share.

[4] Nuplex is a global manufacturer and distributor of industrial resins. It operates in Europe, Asia, the Americas, Australia and New Zealand. Nuplex and its related entities (“Nuplex Group”) employ approximately 1,800 people. The company is incorporated in New Zealand. Its corporate headquarters are in Sydney. It is listed on both the New Zealand Stock Exchange (“NZX”) and the Australian Securities Exchange (“ASX”). All of its shares are fully paid ordinary shares. It has only one class of shares. As at 30 May 2016 there were 188,592,999 shares on issue, held by 7,262 shareholders with registered addresses in 27 countries. Nuplex’s shares are therefore widely held. There is no majority or controlling shareholder. The vast majority of Nuplex’s shareholders have registered addresses in New Zealand.

[5] Allnex NZ is a New Zealand incorporated entity, which was formed for the initial purpose of acquiring the shares in Nuplex pursuant to the Scheme. It is wholly owned by Allnex Belgium SA/NV (“Allnex”), an entity based in Belgium. Allnex is a leading global producer and supplier of coating resins and additives for

architectural, industrial, protective, automotive and special purpose coatings and inks. Allnex has annual turnover of approximately USD1.5 billion. It has approximately 2,200 employees and operates globally, with 17 manufacturing and 12 research and technology support facilities throughout the world. Neither Allnex nor Allnex NZ are existing shareholders of Nuplex.

The law – schemes of arrangement

[6] Section 236 of…

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.

Continue reading Re Nuplex Industries

Details

AGLC: Re Nuplex Industries [2016] NZHC 1677
Case: [2016] NZHC 1677
Decision Date: 22 July 2016

CaseChat Overview and Summary

Nuplex Industries Limited sought approval for a scheme of arrangement under Part 15 of the Companies Act 1993, which would see Allnex New Zealand Limited acquire all shares in Nuplex. No opposition to the scheme was filed. The scheme was to transfer all shares in Nuplex to Allnex New Zealand for $5.43 per share. The scheme was supported by Nuplex's board and an independent adviser. The court had to decide whether to approve the scheme under section 236 of the Act, considering compliance with statutory provisions, fairness to shareholders, representation of shareholders, and whether the scheme was fair and equitable. Katz J found that Nuplex had complied with all statutory provisions and the scheme was fairly put to shareholders, who overwhelmingly supported it. The shareholders were fairly represented, and the scheme was fair and equitable. The court approved the scheme, binding it upon Nuplex, Allnex New Zealand, and all scheme shareholders, and granted Nuplex leave to apply for any amendments to the scheme.

Orders