All Star Funds Management Limited v Ventura Investment Management Ltd

Federal Court of Australia|2012-05-30|Before: Jagot J

Pursuant to section 411(4)(b) Corporations Act 2001 (Cth) (Act), the schemes of arrangement between each of the first to eleventh plaintiffs and its respective members, being in the form of Exhibit 2 in the proceeding (each a Scheme and together the Schemes), be approved.
The first to eleventh plaintiffs lodge with the Australian Securities and Investments Commission a copy of the approved scheme of arrangement at the time of lodging a copy of these orders.
Pursuant to section 411(12) of the Act, the first to eleventh plaintiffs be exempted from compliance with the requirements of section 411(11) of the Act.
Pursuant to section 413(1) of the Act (and using the definitions in the Schemes), as from the Effective Time, each of the following transactions will occur, in relation to each Scheme, in the order set out below: (a) All Star Scheme (i) first, all of the Assets of the first plaintiff, All Star, will be transferred to and become the Assets of the first defendant, Ventura; (ii) second, all of the Liabilities of All Star will be transferred to and become the Liabilities of Ventura; and (iii) third, All Star will be deregistered by ASIC without winding up pursuant to section 413(1)(d) of the Act. (b) Blueprint Scheme (i) first, all of the Assets of the second plaintiff, Blueprint, will be transferred to and become the Assets of the second defendant, Investment Diversity; (ii) second, all of the Liabilities of Blueprint will be transferred to and become the Liabilities of Investment Diversity; and (iii) third, Blueprint will be deregistered by ASIC without winding up pursuant to section 413(1)(d) of the Act. (c) Discovery Scheme (i) first, all of the Assets of the third plaintiff, Discovery, will be transferred to and become the Assets of the second defendant, Investment Diversity; (ii) second, all of the Liabilities of Discovery will be transferred to and become the Liabilities of Investment Diversity; and (iii) third, Discovery will be deregistered by ASIC without winding up pursuant to section 413(1)(d) of the Act. (d) Diversified Scheme (i) first, all of the Assets of the fourth plaintiff, Diversified, will be transferred to and become the Assets of the second defendant, Investment Diversity; (ii) second, all of the Liabilities of Diversified will be transferred to and become the Liabilities of Investment Diversity; and (iii) third, Diversified will be deregistered by ASIC without winding up pursuant to section 413(1)(d) of the Act. (e) IFMA Investment Scheme (i) first, all of the Assets of the fifth plaintiff, IFMA Investment, will be transferred to and become the Assets of the third defendant, PIS; (ii) second, all of the Liabilities of IFMA Investment will be transferred to and become the Liabilities of PIS; and (iii) third, IFMA Investment will be deregistered by ASIC without winding up pursuant to section 413(1)(d) of the Act. (f) Insurance & Finance Scheme (i) first, all of the Assets of the sixth plaintiff, Insurance & Finance, will be transferred to and become the Assets of the third defendant, PIS; (ii) second, all of the Liabilities of Insurance & Finance will be transferred to and become the Liabilities of PIS; and (iii) third, Insurance & Finance will be deregistered by ASIC without winding up pursuant to section 413(1)(d) of the Act. (g) Mentor (i) first, all of the Assets of the seventh plaintiff, Mentor, will be transferred to and become the Assets of the second defendant, Investment Diversity; (ii) second, all of the Liabilities of Mentor will be transferred to and become the Liabilities of Investment Diversity; and (iii) third, Mentor will be deregistered by ASIC without winding up pursuant to section 413(1)(d) of the Act. (h) Parramatta Scheme (i) first, all of the Assets of the eighth plaintiff, Parramatta, will be transferred to and become the Assets of the fourth defendant, Centrepoint Wealth; (ii) second, all of the Liabilities of Parramatta will be transferred to and become the Liabilities of Centrepoint Wealth; and (iii) third, Parramatta will be deregistered by ASIC without winding up pursuant to section 413(1)(d) of the Act. (i) Professional Investment Scheme (i) first, all of the Assets of the ninth plaintiff, Professional Investment, will be transferred to and become the Assets of the second defendant, Investment Diversity; (ii) second, all of the Liabilities of Professional Investment will be transferred to and become the Liabilities of Investment Diversity; and (iii) third, Professional Investment will be deregistered by ASIC without winding up pursuant to section 413(1)(d) of the Act. (j) Step Scheme (i) first, all of the Assets of the tenth plaintiff, Step, will be transferred to and become the Assets of the fourth defendant, Centrepoint Wealth; (ii) second, all of the Liabilities of Step will be transferred to and become the Liabilities of Centrepoint Wealth; and (iii) third, Step will be deregistered by ASIC without winding up pursuant to section 413(1)(d) of the Act. (k) WealthInfoNet Scheme (i) first, all of the Assets of the eleventh plaintiff, WealthInfoNet, will be transferred to and become the Assets of the fourth defendant, Centrepoint Wealth; (ii) second, all of the Liabilities of WealthInfoNet will be transferred to and become the Liabilities of Centrepoint Wealth; and (iii) third, WealthInfoNet will be deregistered by ASIC without winding up pursuant to section 413(1)(d) of the Act.

IN THE FEDERAL COURT OF AUSTRALIA NEW SOUTH WALES DISTRICT REGISTRY GENERAL DIVISION NSD 592 of 2012

BETWEEN: ALL STAR FUNDS MANAGEMENT LIMITED ACN 122 793 855

AND: VENTURA INVESTMENT MANAGEMENT LTD ACN 092 375 258

PROFESSIONAL INVESTMENT SERVICES PTY LTD ACN 074 608 558

REASONS FOR JUDGMENT 1 This is the second court hearing in relation to a proposed scheme of arrangement by which the plaintiffs seek an order under s 411(4)(b) of the Corporations Act 2001 (Cth) (Corporations Act) approving the scheme and consequential orders as contemplated by that section and in particular s 413(1) of the Corporations Act. 2 The application is supported by additional evidence to that described in my earlier reasons for judgment in relation to the first court hearing (All Star Funds Management Limited v Ventura Investment Management Ltd [2012] FCA 527). Specifically, there are the schemes of arrangement sought to be approved (Exhibit 2 in the proceeding, as referred to in proposed order 1). The application in this second court hearing is supported by the following evidence, which I shall record for the sake of completeness. 3 There is the third affidavit of Ian Robert McGee of 22 May 2012. Mr McGee is the Chief Financial Officer and company secretary of Centrepoint Alliance Limited. He gives evidence confirming that there has been no material change in the financial position as disclosed in the unaudited balance sheets for each of the first to eleventh plaintiffs and first to fourth defendants, as described in my earlier reasons for judgment. He also gives evidence that each of the scheme companies and transferee companies is currently solvent and able to pay its debts as and when they become due and payable. He is not aware of any circumstances in which any of the scheme companies or the transferee companies have been unable to pay their debts as and when they become due and payable. Mr McGee also confirms that he is not aware of any current litigation in relation to any scheme company. 4 There is also the third affidavit of Ben Philip Wood who is a solicitor employed by the solicitors for the plaintiffs. Mr Wood's affidavit is formal in nature, identifying the steps taken in relation to registration of the explanatory statement and delivery of the notices of meetings for the companies to vote on the proposed schemes of arrangement. 5 There is an affidavit of Catherine Tran Ngoc Dang of 22 May 2012. Ms Dang is also a solicitor employed by the solicitors for the plaintiffs. She too gives formal evidence relating to the registration of the explanatory statement as well as her review of the explanatory statement confirming the identity of the document as registered with the Australian Securities and Investments Commission (ASIC). 6 There is an affidavit of Linda Marie Kaddatz of 29 May 2012. Ms Kaddatz is the company secretary of each of the first to fourth defendants. In that affidavit, Ms Kaddatz gives evidence of a resolution on 28 May 2012 of the boards of directors of each of the transferee companies to consent to and accept the transfers of the assets and liabilities as contemplated by the schemes, and as set out in the explanatory statement for the proposed schemes of arrangement. 7 There is also an affidavit of Antony David Robinson of 28 May 2012. Mr Robinson is a director of each of the first to eleventh plaintiffs. Mr Robinson deposes to the fact that each of the relevant companies appointed Ms Kaddatz, being the company secretary, as proxy for each relevant member for the purpose of voting and gives evidence of the meetings in relation to these schemes held in accordance with the previous orders. Mr Robinson chaired each of the meetings and adduces into evidence the minutes recording the business transacted at each relevant scheme meeting, including that: - (i) there was a quorum at each meeting, (ii) that a proxy had been received, and (iii) that the sole member of the relevant plaintiff voted in favour of the applicable proposed scheme. 8 There is an affidavit of Peter William Stokes, again a solicitor employed by the solicitors for the plaintiffs. Mr Stokes gives evidence relating to the notice of hearing to approve the compromise of arrangement as published in The Australian newspaper on 18 May 2012. He confirms that he did not receive any indication that any person wished to appear at this hearing and, indeed, when the matter was called this morning, no person appeared. Mr Stokes also adduces into evidence a letter dated 28 May 2012 from ASIC confirming that it has no objection to the proposed arrangement pursuant to s 411(17)(b) of the Corporations Act. 9 Otherwise, in accordance with the written submissions which have been provided, relevant formal matters have been proved, and there is no reason why orders cannot be made approving the proposed schemes of arrangement and otherwise consequential orders as set out in the proposed short minutes. Accordingly, I make orders 1 through to 8 as set out in the short minutes of order. I certify that the preceding nine (9) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Jagot.

Associate: Dated: 30 May 2012 SCHEDULE A BLUEPRINT INVESTMENT SERVICES LTD ACN 115 333 223 Second Plaintiff DISCOVERY INVESTMENT SERVICES CORPORATION LTD ACN 100 299 125 Third Plaintiff DIVERSIFIED PORTFOLIO MANAGERS LIMITED ACN 093 756 051 Fourth Plaintiff IFMA INVESTMENT SERVICES PTY LTD ACN 006 748 349 Fifth Plaintiff INSURANCE & FINANCE MANAGERS OF AUSTRALIA PTY LTD ACN 006 230 842 Sixth Plaintiff MENTOR INVESTMENT SERVICES LIMITED ACN 098 095 133 Seventh Plaintiff PARRAMATTA SITE DEVELOPMENTS PTY LTD ACN 132 461 717 Eighth Plaintiff PROFESSIONAL INVESTMENT ASSET MANAGEMENT PTY LTD ACN 120 724 183 Ninth Plaintiff STEP BY STEP GUIDE PTY LTD ACN 097 334 908 Tenth Plaintiff WEALTHINFONET ADMIN PTY LTD ACN 144 614 460 Eleventh Plaintiff

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