All Star Funds Management Limited v Ventura Investment Management Ltd

Background facts and affidavit evidence

1. The Plaintiffs relied on a formal affidavit dated 15 February 2019 of their solicitor, Ms Saville, which exhibited company extracts for each of the companies involved in the scheme.
2. The Plaintiffs also relied on an affidavit dated 20 March 2019 of Ms Elizabeth Davidson, who is the Group General Counsel and External Relations Director of Lion. Her evidence was that each of the Plaintiffs and LBSW is an Australian subsidiary of Lion. Ms Davidson pointed to the nature of Lion's business and observed that Lion was one of Australia's largest food and beverage companies and was wholly owned by Kirin Holdings Company Limited, which is listed on the Tokyo Stock Exchange. Ms Davidson's evidence is that the proposed schemes of arrangement are directed to amalgamating certain entities within the corporate structure comprising the Lion Beer Australia business, as part of a restructure undertaken by the Lion Group, including reducing the number of legal entities in the Group. Ms Davidson also noted that, in an unrelated transaction, the Lion Group was contemplating a sale of its dairy, juice and soy business and its subsidiaries involved in that business.
3. Ms Davidson also referred to, and exhibited to her affidavit, a Framework Agreement dated 13 February 2019 between the Plaintiffs on the one hand and Lion and LBSW on the other as the transferee companies under the relevant schemes. Ms Davidson noted that each of the transferee companies was an Australian company and either a direct or indirect wholly-owned subsidiary of Lion. Ms Davidson's affidavit also referred to information set out in schedules to the scheme booklet which described the Transferring Assets, Transferring Liabilities and Transferring Legal Proceedings of the Scheme Companies and described the nature of those assets and liabilities. Ms Davidson also set out the process which had been adopted for verification of the scheme booklet, which was consistent with common practice, and referred to certain relief which the Scheme Companies had sought (and ultimately obtained) from the Australian Securities and Investments Commission ("ASIC") in respect of implementation of the schemes.
4. The scheme booklet summarised, in cl 1.1, the schemes, noting that their effect would be to transfer assets and liabilities and legal proceedings to the relevant transferee companies and that the Scheme Companies would then be deregistered without winding up under s 413(1)(d) of the Corporations Act. The scheme booklet explained the rationale for the schemes, consistent with Ms Davidson's evidence, as directed to simplifying and optimising the corporate structure of the Lion Group, by reducing the number of legal entities in the Lion Group and reorganising the remaining entities. The scheme booklet noted this process was directed to reducing administration, complexity and compliance risks associated with the existing corporate structure of that Group, and identified commercial drivers for implementing the schemes, including costs savings, improved governance and reduced compliance risk. The scheme booklet also disclosed that members of the relevant Scheme Companies would not receive relevant assets, unless they were a transferee company, although the Framework Agreement provided for the payment of certain dividends to ordinary shareholders of the scheme company before implementation, with the expectation that Lion and LBSW would be the ultimate recipients of the net proceeds of those dividends, as they directly or indirectly held the shares in the relevant companies.
5. The scheme booklet indicated the belief of the directors of the Scheme Companies that no creditors of the Scheme Companies would be adversely affected by implementation of the relevant schemes. The scheme booklet explained the basis of that view, by reference to the fact that each Scheme Company and each transferee company was able to pay its debts as and when they fell due and each transferee company had sufficient assets, cashflows and access to credit facilities to remain solvent and discharge the liabilities of the Scheme Companies transferred to it and would be in a positive net assets position immediately following implementation of the schemes. The scheme booklet also addressed the extent of any change in the financial position or performance of the relevant companies from 31 October 2018, a date addressed in an independent expert's report in respect of the scheme, to the date of lodgement of the scheme booklet with ASIC for registration. The scheme booklet also outlined the conclusions of the independent expert's report, to which I refer below.
6. The scheme booklet annexed the schemes of arrangement which were documented by a single document. Clause 4 set out the transfer of assets, liabilities, legal proceedings and deregistration in respect of 23 entities affected by the schemes. Broadly, the schemes and associated orders sought under s 413 of the Corporations Act will transfer the Transferring Assets and Transferring Liabilities of each Scheme Company, to or vest them, in one or both of Lion and LBSW as set out in Schedule 4 to the scheme booklet; and the transferring legal proceedings pending by or against each scheme company will be continued by or against Lion or LBSW as set out Schedule 4 to the scheme booklet, without the need for any further act or deed, other than an amendment of the record of the relevant court or tribunal, which will be the responsibility of the transferee company; and each Scheme Company would then be deregistered by ASIC without winding up.
7. As Mr Jackman points out, other than for certain assets of the Scheme Companies that were transferred to Lion or its related bodies corporate outside the schemes, the Transferring Assets of each Scheme Company comprise all of its "Assets" (as defined in the scheme booklet) and include inventory, receivables, rights and powers under contracts, employee-related assets, fixed assets and intangibles; the Transferring Liabilities of each Scheme Company comprise all of its "Liabilities" (as defined in the scheme booklet) and include accounts payable, income tax payables, and group intercompany payables, liabilities under contracts and employee-related liabilities; and the Transferring Legal Proceedings of each Scheme Company comprise all legal proceedings pending by or against the Scheme Company.
8. The scheme booklet also annexed a deed of guarantee given by Lion, by which Lion has agreed to guarantee certain liabilities and obligations of each of the Scheme Companies and LBSW. Clause 3 of that deed of guarantee provided for certain covenants in favour of each "Beneficiary", defined as a person having a claim against the relevant Scheme Company or LBSW. Ms Davidson also referred in her affidavit evidence to the continued operation of a deed of cross-guarantee given by entities within the Lion Group to obtain relief under ASIC Corporations (Wholly-owned Companies) Instrument 2016/785.
9. By her affidavit dated 19 March 2019, Ms Jenny Tse, who is a Project Leader - Tax and Continuous Improvement at Lion and had been responsible for project managing the relevant restructuring, indicated her consent to act as chairperson of the relevant scheme meetings. By her affidavit dated 19 March 2019, Ms Kayla Glengarry, who is a Project Coordinator at Lion and assisted in project managing the restructure, indicated her willingness to act as chairperson of the relevant meetings, if Ms Tse did not do so.
10. Lion also retained PKF Corporate Finance (NSW) Pty Ltd ("PKF") to prepare an independent expert's report assessing whether the interests of creditors of the Scheme Companies and transferee companies were likely to be materially prejudiced by the implementation of the schemes. That report, to which I refer below, concludes that the interests of creditors of those companies are unlikely to be materially prejudiced by implementation of the scheme. By his affidavit dated 19 March 2019, Mr Andrew Jones, who is a director of PKF, referred to PKF's engagement to prepare that report and confirmed that he held the opinions expressed in that report at the date of his affidavit; that he had made all inquiries that he believed were desirable and appropriate for the purposes of preparing that report; that no matters that he considered to be of significance have been omitted from the report and that he was not aware of any facts or circumstances which would cause him to change the relevant opinions.
11. The independent expert's report referred to the financial position of the Lion Group over several periods, including the 10 month period ended 31 October 2018 and the 12 months ended 31 December 2018. I am conscious that that report relied, in part, on an assessment of the position as at 31 October 2018, several months before the date of that report. As ASIC noted in its comments on the initial draft of that report, limited benefit could be obtained from an assessment of financial ratios directed to financial information at a date several months prior to the implementation of the scheme. However, PKF pointed out that their opinion would only change if assets and liabilities of the Scheme Companies were being transferred to an entity that was not party to the deed of guarantee as a result of implementation of the schemes. I understand that observation to reflect the fact that their opinion did not depend on the financial ratios of the particular companies, because the effect of the deed of guarantee was to preserve the creditors' position where relevant assets and liabilities remained within the Lion Group. That report was also then updated by a review of draft consolidated balance sheet for the Lion Group as at 31 December 2018, prepared by Lion management and finalised or approved by its board of directors and PKF confirmed, on the basis of that review, that they considered there was nothing in the consolidated balance sheets that would cause them to change the opinion expressed in that report.
12. Lion also relied on two affidavits dated 20 March 2019 of Ms Meredith Paynter, a partner in the firm of solicitors acting for both Plaintiffs and Defendants in respect of the schemes. Ms Paynter's first affidavit referred to correspondence with ASIC including the provision of the draft scheme booklet and materials relating to these proceedings to ASIC. Ms Paynter's second affidavit referred to relief granted by ASIC to facilitate the schemes, and to ASIC's advice, in common form, that it did not propose to appear to make submissions or intervene to oppose the schemes at the First Court Hearing. Ms Paynter's second affidavit also referred to the signature of a verification certificate by Lion's solicitors in respect of the schemes and to a minor amendment made to the scheme booklet, from the version that was exhibited to Ms Davidson's earlier affidavit.

The Court's power to make the orders sought

1. As Mr Jackman points out, it is proposed that the meetings of the member(s) of the Scheme Companies take place consecutively on 26 March 2019, and the member(s) of each scheme company have consented in writing to receiving short notice of each scheme meeting. Mr Jackman submits, and I accept that, a shortened notice period is not inappropriate in the circumstances of a reorganisation within a wholly-owned group of companies: SGIC Insurance Ltd v Insurance Australia Ltd (2004) 51 ACSR 470 at [15]-[16], where Jacobson J cited Re Green and Gold Foods Pty Ltd (Unreported Supreme Court of New South Wales, Santow J, 9 June 1998), in which orders were made convening meetings to be held the following day; Equatorial Mining Pty Ltd v Antofagasta Investment Co Ltd [2013] FCA 1452 at [33]; JP Morgan Operations Australia Limited v JP Morgan Australia Group Pty Limited, in the matter of JP Morgan Operations Australia Limited [2018] FCA 1131 ("JP Morgan") at [27].
2. Mr Jackman rightly points out that s 411(1) of the Corporations Act confers a power on the Court to order a meeting of members to be convened, and to approve the applicable explanatory statement, where, first, a compromise or arrangement is proposed between a Pt 5.1 body and its members or any class of them. Mr Jackman points out that, here, each Scheme Company is a Pt 5.1 body as defined in s 9 of the Corporations Act, and the schemes at least fall within the concept of an "arrangement" within the meaning of s 411(1) of the Act, which is a wide concept and is not limited by the earlier reference to a "compromise" in that section: Re NRMA Ltd (No 1) (2000) 156 FLR 349 at 356; Fowler v Lindholm [2009] FCAFC 125; (2009) 178 FCR 563 at [67]. In JP Morgan above at [18], to which Mr Jackman refers, Farrell J observed that: "[T]here is no reason to construe the terms in s 411 as restricting in any way the nature of the bargain that might be made between a company and its members or creditors, subject only to the additional requirement that the arrangement must be within the power of the company and not in contravention of the Corporations Act: see Fowler v Lindholm [above] at [67] per Emmett, Gordon and Jagot JJ. The element of compromise or arrangement need not be of any great magnitude or significance, but it must be present. It can be satisfied by an agreement by members to the scheme despite diminution in their shareholding and the waiver of rights associated with that diminution in value ..."
3. Mr Jackman points out, and I accept, that each of the schemes will affect the rights and liabilities of the relevant Scheme Company in that, on implementation of the scheme, that Scheme Company will cease to hold the Transferring Assets, will cease to be subject to the Transferring Liabilities and will cease to be a party to the Transferring Legal Proceedings, and the economic value of each Scheme Company's business will be transferred from that company to Lion or LBSW. As Mr Jackman points out, cl 5.1 of the schemes of arrangement also provides that each member of a Scheme Company would approve the relevant scheme in relation to that company; would consent to that scheme notwithstanding the diminution in the value of its shareholding in the Scheme Company or Scheme Companies and any rights that it may have in connection with the scheme at law (including under the Scheme Company's constitution); and waive any rights it may otherwise have as against the Scheme Company or Scheme Companies (as applicable) in connection with the scheme.
4. Section 411 of the Corporations Act also requires that 14 days' notice of the hearing of the application, or such lesser period of notice as the Court or ASIC permits, has been given to ASIC and the relevant orders may only be made if the Court is satisfied that ASIC has had a reasonable opportunity to examine the terms of the proposed compromise or arrangement to which the application relates and a draft of the explanatory statement relating to the proposed compromise or arrangement and to make submissions to the Court in relation to the proposed compromise or arrangement and the draft explanatory statement. A copy of a draft scheme booklet, and notice of the proposed date of the First Court Hearing, were given to ASIC on 18 February 2019, more than 14 days before the first Court hearing. An updated draft of the scheme booklet, showing changes that had been made in the course of verifying the document, was subsequently provided to ASIC. ASIC has also advised, by letter, that it does not currently propose to appear to make submissions or intervene to oppose the schemes and it did not appear at the First Court Hearing.
5. Mr Jackman submits, and I accept, that the Court therefore has power under s 411 of the Corporations Act to convene the relevant meetings of the Scheme Companies and approve the draft scheme booklet, if it is satisfied that it should do so.

Exercise of the Court's discretion to convene the relevant meetings

1. Where the preconditions to the exercise of the power under s 411 of the Corporations Act are satisfied, the Court must exercise a judicial discretion as to whether that power should be exercised in the particular case. Mr Jackman refers to Farrell J's summary of the nature of that discretion in Re Associated Advisory Practices Limited [2013] FCA 761 at [22] as follows: "The court will not ordinarily convene a meeting of members to consider a scheme of arrangement unless the court is satisfied that the scheme is of such a nature and cast in such terms that, if it receives the statutory majority at the meeting of members, the court would be likely to approve the scheme on the hearing of an unopposed application ... By granting leave to convene the meeting, the court does not give its imprimatur to the proposed scheme or foreshadow its approval at the second court hearing for the purposes of s 411(4)(b) … The question for the court is whether it is reasonable to suppose that sensible business people might consider the arrangement proposed as being beneficial to members … The court does not need to be satisfied that no better scheme could have been proposed: Re Foundation Healthcare Ltd [(2002) 42 ACSR 242] at [44]. Ultimately, the question is for the members themselves…" [some citations omitted]
2. Mr Jackman submits, and I accept, that the schemes in issue in this application are transactions that are fit for consideration by meetings of the member(s) of the Scheme Companies and together reflect a commercial proposition that, if passed by the requisite majorities, would likely be approved by the Court on an uncontested application. I recognise that, as Mr Jackman points out, the directors of the Scheme Companies have unanimously recommended that members vote in favour of the resolutions necessary to implement the schemes; PKF has concluded that the creditors of the Scheme Companies and Lion and LBSW as the transferee companies are unlikely to be materially prejudiced by the implementation of the schemes. Mr Jackman also submits, and I accept, that the verification process adopted should have the result that the schemes have been accurately and fairly described in the scheme booklet.

Other matters

1. In an approach that is now common in applications relating to schemes, Mr Jackman also addressed several matters to which Courts have given particular consideration in previous applications under ss 411 and 413 of the Corporations Act. That approach is helpful and consistent with the Plaintiffs' (and their legal representatives') obligations in an ex parte application of this kind, noted in Re Permanent Trustee Co Ltd (2002) 43 ACSR 601 at [7]. None of these matters were particularly controversial in this case.
2. Mr Jackman pointed out that most of the Scheme Companies have only one member. The authorities recognise that a members' scheme may be made between a scheme company and its sole member and that scheme meetings can be constituted by a single member: SGIC Insurance Ltd v Insurance Australia Ltd above at [12]-[14]. Mr Jackman also submitted, and I accept, that, where several apparent means of achieving the same economic end are available, the Court will not prevent an applicant from taking one of those approaches or seek to promote another approach by refusing approval on discretionary grounds: Nicron Resources Ltd v Catto (1992) 8 ACSR 219 at 236.
3. Mr Jackman also draws attention to 413(1) of the Corporations Act which provides that: "Where an application is made to the Court under this Part for the approval of a compromise or arrangement and it is shown to the Court that the compromise or arrangement has been proposed for the purposes of, or in connection with, a scheme for the reconstruction of a Part 5.1 body or Part 5.1 bodies or the amalgamation of 2 or more Part 5.1 bodies and that, under the scheme, the whole or any part of the undertaking or of the property of a body concerned in the scheme (in this section called the transferor body) is to be transferred to a company (in this section called the transferee company), the Court may, either by the order approving the compromise or arrangement or by a later order, provide for all or any of the following matters: (a) the transfer to the transferee company of the whole or a part of the undertaking and of the property or liabilities [as defined in s 413(4)] of the transferor body; (b) the allotting or appropriation by the transferee company of shares, debentures, policies or other interests in that company that, under the compromise or arrangement, are to be allotted or appropriated by that company to or for any person; (c) the continuation by or against the transferee company of any legal proceedings pending by or against the transferor body; (d) if the transferor body is a company - the deregistration by ASIC, without winding up, of the transferor body; (e) the provision to be made for any persons who, within such time and in such manner as the Court directs, dissent from the compromise or arrangement; (f) the transfer or allotment of any interest in property to any person concerned in the compromise or arrangement; (g) such incidental, consequential and supplemental matters as are necessary to ensure that the reconstruction or amalgamation is fully and effectively carried out."
4. Mr Jackman points to authority that a reconstruction of the kind contemplated by s 413 of the Corporations Act (to which I referred above) may properly be dealt with as a members' scheme, rather than as a creditors' scheme, and that the appropriate protection for creditors is that they have the right to appear at a second court hearing and express any concerns as to the appropriate protection of their interests in light of the transfer of obligations arising from the reconstruction: Re Clydesdale Bank Ltd [1950] SC 30 at 37; Re AGL Sydney Limited (1994) 13 ACSR 597 at 598; SGIC Insurance Ltd v Insurance Australia Ltd above at [10]-[11]; Stork ICM Australia Pty Ltd v Stork Food Systems Australasia Pty Ltd [2006] FCA 1849 at [69]; JP Morgan above. That approach may properly be adopted in this case. Mr Jackman also points out that the terms "reconstruction" and "amalgamation" in this section have the meaning given in commerce and a restrictive interpretation should not be placed on them: Re South Africa Supply and Coal Storage Co [1904] 2 Ch 268 at 286-287; Stork ICM Australia Pty Ltd v Stork Food Systems Australia Pty Ltd above. Mr Jackman points out, and I accept, that that those terms can at least extend to the transfer of the assets and liabilities of one or more companies in a corporate group to another company or companies in that corporate group, with the transferor company being deregistered: All Star Funds Management Limited v Ventura Investment Management Ltd [2012] FCA 527 at [13]; JP Morgan above at [19]. Finally, Mr Jackman points out that, although Lion and LBSW as transferee companies are not parties to the schemes, their joinder as defendants to the proceedings is sufficient to bind them to the schemes: Macquarie Equipment Finance Pty Ltd v Macquarie Bank Ltd [2012] FCA 1212 at [4]; Royal Victorian Institute for the Blind Ltd v RBS.RVIB.VAF Ltd (2004) 206 ALR 581; JP Morgan above at [20].

Orders made at the First Court Hearing

1. For these reasons, I was satisfied that I could properly make the orders sought by the Plaintiffs, which I made at the conclusion of the First Court Hearing.

Evidence led at the Second Court Hearing

1. At the Second Court Hearing, the Plaintiffs relied on a further affidavit dated 5 April 2019 of Ms Tse, which indicated that, not surprisingly, the votes cast at the scheme meetings by the sole member of each Plaintiff (and, in the case of Lion Nathan Brewing Investments Pty Ltd ("LNBI"), all of the votes cast by the two members of that company) were in favour of the schemes. She noted that, before the scheme meeting commenced in respect of LNBI, an error in the notice of scheme meeting had been identified, because that company had two members rather than one member. That error was corrected by the resolution passed at that meeting, which provided for approval of the scheme of arrangement proposed to be entered between LNBI and its members and was approved by the corporate representative of its two members at that meeting. The minutes of the relevant scheme meetings were in evidence.
2. An affidavit dated 5 April 2019 of Ms Dumitrescu referred to the provision of the scheme booklet to members of the Scheme Companies, by sending it to the company secretary of three companies and a director of the remaining companies. Ms Dumitrescu pointed out that the relevant companies comprised all of the members of the Plaintiffs. She also referred to her appointment as corporate representative of those companies at each of the scheme meetings. She referred to a notice given by Lion to the Plaintiffs and LBSW on 1 April 2019, confirming the satisfaction of conditions precedent in respect of the scheme.
3. The Plaintiffs also relied on a third affidavit dated 5 April 2019 of their solicitor, Ms Paynter, which referred to registration of the scheme booklet by ASIC in accordance with s 412(6) of the Corporations Act and to publication of a notice of the Second Court Hearing in The Australian newspaper. An affidavit dated 9 April 2019 of Ms Saville, also a solicitor for the Plaintiffs, indicated that she had not received notice that any person proposed to appear at the Second Court Hearing to make any application in respect of the schemes, and there was no attendance by any party seeking to oppose approval of the schemes when the matter was called.

Matters relevant to approval of a scheme at a second court hearing

1. At a second court hearing as to a scheme of arrangement, the Court considers whether the procedural requirements for scheme approval have been satisfied and also exercises a judicial discretion as to whether or not to approve the scheme: Re Central Pacific Minerals NL [2002] FCA 239 at [12]; Re Seven Network Ltd (No 3) [2010] FCA 400; (2010) 77 ACSR 701 at [31]. In exercising that discretion, the Court has regard to the assessment by members of their interests, as manifested in the voting at the meeting: Re Central Pacific Minerals NL above at [14]. The Court will also have regard, at a second court hearing, to whether shareholders have voted in good faith and not for an improper purpose; whether the proposal is fair and reasonable so that an intelligent and honest person who was a member of the relevant class, properly informed and acting alone might approve it; whether the plaintiff has brought to the attention of the Court all matters that could be considered relevant to the exercise of the Court's discretion; whether there has been full and fair disclosure of all information material to the decision; whether the scheme offends public policy; and whether the interests of other groups who are not parties to, but are affected by, the scheme are dealt with appropriately: Re Seven Network Ltd (No 3) above at [35]-[40]; Re David Jones Ltd (No 3) [2014] FCA 753.
2. In this case, I am satisfied that the Court's orders of 21 March 2019 were complied with, by providing copies of the scheme booklet approved by the Court at the First Court Hearing to members on 22 March 2019; publishing the requisite notice of hearing on 29 March 2019 and holding the relevant scheme meetings in the manner contemplated by those orders (Dumitrescu 5.4.19 [5]-[8]; Paynter 5.4.19 [6]-[7]; Tse 5.4.19). In particular, the votes cast by the sole member of each Scheme Company (and in the case of LNBI, all votes cast by its two members) at the scheme meetings were in favour of the relevant scheme (Tse 5.4.19 [7]) and the statutory majorities in ss 411(4)(a)(ii)(A) and (B) of the Act were satisfied. ASIC has advised pursuant to s 411(17)(b) of the Act that it has no objection to the schemes.
3. I am satisfied that the schemes are fair and reasonable so that an intelligent and honest person who was a member of the relevant class, properly informed and acting alone, might approve them. As Mr Jackman points out, I was satisfied in convening the scheme meetings that it was reasonable to suppose that sensible business people might consider the arrangement proposed as being beneficial to members, and nothing that has occurred since the First Court Hearing indicates the contrary. As I noted above, there is evidence that the conditions precedent to the schemes have been satisfied or waived as at the Second Court Hearing, except for those conditions related to Court approval of the schemes.
4. There is no reason to doubt that the Plaintiffs have brought all matters that could be considered relevant to the exercise of the Court's discretion to the Court's attention. Mr Jackman points out that, as I noted above, the notice of meeting for the scheme meeting relating to LNBI contained an error in the approval resolution, which referred to a proposed scheme of arrangement between the company "and its sole member", where LNBI (unlike the other Scheme Companies) had two members. Mr Jackman points out that there was no failure to give notice of the scheme meeting; both members of LNBI attended that meeting by their corporate representative; and the error in the terms of the resolution as it appeared in the notice of that meeting was noted at that meeting and was corrected in the resolution passed at that meeting (Tse 5.4.19 [20]). Mr Jackman submits and I accept that, by reason of s 1322(2) of the Act, that meeting was not invalidated because of that procedural irregularity. Mr Jackman also submits, and I also accept, that that error does not warrant the Court declining to approve the scheme in respect of LNBI or any of the other schemes.
5. There is also no reason to doubt that there was full and fair disclosure to members, who are here all members of a single corporate group, of all information material to the decision whether to vote for or against the scheme. I have referred above to the evidence of the verification process adopted in respect of the scheme booklet.
6. As I noted above, the Plaintiffs sought orders that each Plaintiff be exempted from compliance with s 411(11) of the Act in respect of the scheme propounded by it. There would be no utility in having the Court's orders annexed to the constitution of the Scheme Companies, which are to be deregistered on completion of the scheme. I also make the exemption order sought under s 411(12) of the Act in that regard: Re Anaconda Nickel Holdings Pty Ltd [2003] WASC 19; (2003) 44 ACSR 229 at [65]; Re Equinox Resources Ltd [2004] WASC 143; (2004) 49 ACSR 692 at [23].

Orders made at the Second Court Hearing

1. For these reasons, I made orders at the Second Court Hearing approving the scheme, exempted the Plaintiffs from compliance with the requirements of s 411(11) of the Act; and orders under s 413 of the Act in respect of the transfer of Transferring Assets, Transferring Liabilities and Transferring Legal Proceedings (as defined) and for the deregistration of each Plaintiff by ASIC without winding up, once the relevant steps were complete.

DISCLAIMER - Every effort has been made to comply with suppression orders or statutory provisions prohibiting publication that may apply to this judgment or decision. The onus remains on any person using material in the judgment or decision to ensure that the intended use of that material does not breach any such order or provision. Further enquiries may be directed to the Registry of the Court or Tribunal in which it was generated. Decision last updated: 19 April 2019