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[2026] NSWSC 927
Supreme Court of NSW
2026-08-04
Black J
Original judgment source is linked above.
Source: NSW Caselaw (www.caselaw.nsw.gov.au). Converted to plain text by ZoeLaw. Not the official version.
Medium Neutral Citation: In the matter of ClearView Wealth Ltd (No 2) [2026] NSWSC 927
Hearing dates: 30 July 2026
Date of orders: 4 August 2026
Decision date: 04 August 2026
Jurisdiction: Equity - Corporations List
Before: Black J
Decision: Orders approving scheme of arrangement made
Catchwords: CORPORATIONS — arrangements and reconstructions — schemes of arrangement or compromise — application under s 411 of the Corporations Act 2001 (Cth) for orders approving scheme of arrangement and ancillary orders
Legislation Cited: - Corporations Act 2001 (Cth), ss 411, 1319
Cases Cited: - Re ClearView Wealth Ltd [2026] NSWSC 870
- Re InvoCare Ltd (No 2) [2023] NSWSC 1350
- Re Southern Cross Gold Ltd (No 2) [2025] NSWSC 2
Category: Principal judgment
Parties: ClearView Wealth Ltd (Plaintiff)
Zurich Financial Services Australia Ltd (Bidder)
Representation: Counsel:
Mr M Izzo / Mr H Atkin (Plaintiff)
Ms J Taylor (Bidder)
Solicitors:
Gilbert + Tobin (Plaintiff)
Mallesons (Bidder)
File Number(s): 2026/219950
By Originating Process dated 28 May 2026, the Plaintiff, ClearView Wealth Ltd (“ClearView”) sought orders under ss 411 and 1319 of the Corporations Act 2001 (Cth) (“Act”), inter alia, that the Court convene a meeting of its shareholders in respect of a proposed scheme of arrangement. I made the orders sought by ClearView at the conclusion of the hearing on 22 June 2026, for the reasons set out in my judgment in Re ClearView Wealth Ltd [2026] NSWSC 870. The scheme was then approved by the requisite majorities of ClearView shareholders for the purposes of s 411(4)(a)(ii) of the Act at the scheme meeting on 27 July 2026.
At this second Court hearing, ClearView seeks orders approving the scheme. No ClearView shareholder or other person indicated an intention to appear at this hearing or appeared to oppose the approval of the scheme, and I made the orders sought by ClearView at the conclusion of this hearing. These are my reasons for making those orders, and I have drawn on the helpful submissions of Mr Izzo, with whom Mr Atkin appeared for ClearView, in this judgment.
ClearView read the affidavit dated 28 July 2026 of Ms Nadine Anne Gooderick, its managing director, in support of the application. Ms Gooderick there addressed the registration and despatch of the scheme booklet, communications between ClearView and its shareholders in respect of the scheme, the conduct of the scheme meeting and the passage of the scheme resolution by the requisite majorities at that meeting, voter turnout at that meeting, notice of the second Court hearing and the status of conditions precedent to the scheme.
ClearView also tendered a letter dated 29 July 2026 from the Australian Securities & Investments Commission indicating that it had no objection to the proposed scheme under s 411(17)(b) of the Act and two conditions precedent certificates indicating satisfaction of relevant conditions precedent to the scheme.
“The Court must be satisfied of several matters in order to approve a scheme of arrangement at the second Court hearing, namely that the plaintiff has complied with the orders of the Court convening the meeting of members; the meeting of members so convened has approved the scheme with the requisite majorities; all other statutory requirements have been satisfied; the scheme 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; 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; and there was full and fair disclosure to members of all information material to the decision whether to vote for or against the applicable scheme: Re Permanent Trustee Co Ltd (2002) 43 ACSR 601; [2002] NSWSC 1177 at [8]–[10]; Re Central Pacific Minerals NL [2002] FCA 239 (“Central Pacific Minerals”) at [8]–[14]; Re Seven Network (No 3) (2010) 267 ALR 583; [2010] FCA 400 … at [35]–[39]; Re Solution 6 Holdings Ltd (2004) 50 ACSR 113; [2004] FCA 1049 at [18]-[24]; Re Redcape Property Fund Ltd and the Trust Company (RE Services) Ltd (as the responsible entity for the Redcape Property Trust) [2012] NSWSC 486 at [7]; Re Amcor Ltd (No 2) [2019] FCA 842 at [7]–[11]; Re Ellerston Global Investments Ltd [2020] NSWSC 1108 (“Ellerston”) at [10]-[12]; Re Coca-Cola Amatil Ltd [2021] NSWSC 489 at [9]; Re Pendal Group Ltd (No 3) [2023] NSWSC 14 at [9]. The Court will also have regard to shareholders’ assessment of their interests as manifested in the voting results on the scheme resolution in recognising that shareholders are “the best judges of whether an arrangement is to their commercial advantage”: Central Pacific Minerals at [13]; Ellerston at [10].”
“The [s]cheme is an orthodox acquisition scheme and has been approved by the requisite majorities of ClearView [s]hareholders. The other procedural requirements have been satisfied. No person has indicated that they object to the approval of the [s]cheme.
For the reasons given above and at the first Court hearing, ClearView submits that it would be an appropriate exercise of the Court's discretion to approve the [s]cheme pursuant to section 411(4)(b) of the Act and to exempt ClearView from compliance with s 411(11) of the Act.”
I am satisfied that ClearView complied with the Court’s orders in respect of the distribution of scheme documents to its shareholders. The scheme booklet and convening orders were lodged with ASIC; the despatch of the scheme materials to ClearView shareholders and the conduct of the scheme meeting is addressed in the evidence; and the scheme resolution was passed by the statutory majorities. The voting participation rate at the scheme meeting was higher than that seen at ClearView’s most recent annual general meetings and there is no reason to think there was any defect in the notice of the scheme given to ClearView shareholders. The other statutory requirements for the scheme have been satisfied. The scheme was unanimously recommended by Clearview’s board and the independent expert expressed the view that the scheme was in the best interests of ClearView shareholders in the absence of a superior proposal. There is no reason to doubt that the scheme is fair and reasonable so that an intelligent and honest ClearView shareholder, properly informed and acting alone, might approve the scheme. There is otherwise no reason to doubt that ClearView has brought all matters that could be considered relevant to the exercise of the Court’s discretion to the Court’s attention or to doubt that there was full and fair disclosure to shareholders of all information material to the decision whether to vote for or against the scheme. I am therefore satisfied that the scheme is appropriate for the Court’s approval.
ClearView also sought an order exempting it from compliance with s 411(11) of the Act. There is here no utility in having the Court order annexed to ClearView’s constitution, where the scheme will not involve any modification of any rights of its shareholders or of its creditors or persons dealing with it, and there is no need to require compliance with s 411(11) of the Act.
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