In the matter of Seven West Media Limited (No 2)

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 Invocare Ltd (No 2) [2023] NSWSC 1350
- Re Seven West Media Ltd [2025] NSWSC 1356
- Re Southern Cross Gold Ltd (No 2) [2025] NSWSC 2

Category: Principal judgment

Parties: Seven West Media Limited (Plaintiff)
Southern Cross Media Limited (Bidder)

Representation: Counsel:
T E O’Brien / S Gerber (Plaintiff)
I Ahmed SC (Southern Cross Media Limited)
Solicitors:
Herbert Smith Freehills Kramer (Plaintiff)
Corrs Chambers Westgarth (Southern Cross Media Limited)

File Number(s): 2025/390209

Judgment

1. By Originating Process filed on 10 October 2025, the Plaintiff, Seven West Media Limited (“Seven”) sought orders under ss 411 and 1319 of the Corporations Act 2001 (Cth) (“Act”) in respect of a proposed scheme of arrangement between Seven and its shareholders. I made the orders sought by Seven at the first Court hearing on 12 November 2025 for the reasons set out in my judgment in Re Seven West Media Ltd [2025] NSWSC 1356. The scheme meeting was then held on 22 December 2025 and the scheme was then approved by the requisite majorities of Seven shareholders for the purposes of s 411(4)(a)(ii) of the Act.

2. At this second Court hearing, Seven seeks orders approving the scheme. No Seven 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 Seven at the conclusion of this hearing. These are my reasons for making those orders, and I have drawn on the helpful submissions of Mr O’Brien and Mr Gerber who appear for Seven in this judgment.

Affidavit evidence

3. Seven reads the affidavit the dated 22 December 2025 of Ms Emma McDonald, its General Counsel, which addresses the registration of the scheme booklet with the Australian Securities and Investments Commission (“ASIC”); the dispatch of scheme materials to Seven shareholders; the publication on the Australian Securities Exchange of an announcement giving notice of the second Court hearing; and the conduct of the scheme meeting, the passage of the scheme resolution and the voting participation rate at the scheme meeting.

4. Seven also reads an affidavit dated 23 December 2025 of Mr Luke Hastings, a solicitor acting for it, which indicates that, as at the dates of the scheme booklet and the scheme record date, there were no Excluded Shareholders as defined in the scheme.

5. Seven also tenders a conditions precedent certificate in respect of the satisfaction or waiver of the conditions precedent to the scheme and a letter dated 22 December 2025 from ASIC stating that ASIC has no objection to the scheme pursuant to s 411(17)(1)(b) of the Act.

Applicable principles

6. Mr O’Brien and Mr Gerber submit, uncontroversially and by reference to authority, that the Court will consider, at this second scheme hearing, whether relevant procedural requirements have been satisfied and will then exercise its discretion as to whether or not to approve the scheme. They rightly recognise that there is no exhaustive statement of the matters as to which the Court must be satisfied before exercising its discretion to approve a scheme, but several matters that are generally taken into account in the exercise of the Court's discretion.

7. I also referred to several of those matters in Re Invocare Ltd (No 2) [2023] NSWSC 1350 at [8]–[9], to which Mr O’Brien and Mr Gerber refer, and again in Re Southern Cross Gold Ltd (No 2) [2025] NSWSC 2 at [8], where I observed that:

“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].”

Submissions and determination

8. Mr O’Brien and Mr Gerber submit that:

”The procedural requirements have been satisfied.

The Seven Independent Expert has concluded that the Scheme is in the best interests of Seven [s]hareholders in the absence of a superior proposal, and the Seven [s]hareholders have agreed to the Scheme.

It is submitted that it would be an appropriate exercise of the Court’s discretion to approve the [s]cheme pursuant to s 411(4)(b) of the Act and to make an order providing the exemption sought under s 411(12) of the Act (i.e., that there is no need for a Court order approving the [s]cheme to be annexed to every copy of the Constitution of Seven).”

9. I am satisfied that Seven 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 Seven shareholders and the conduct of the scheme meeting is addressed in the evidence and the scheme resolution was passed by the statutory majorities.

10. Seven shareholders voted in favour of the scheme by the requisite statutory majorities. The voting participation rate at the scheme meeting, while not high by number of shareholders, was comparable with the position at Seven’s recent annual general meetings, and there is no reason to think there was any defect in the notice of the scheme given to Seven shareholders. The other statutory requirements for the scheme have been satisfied. The scheme was here recommended by Seven’s directors and the independent expert whose report was included in the scheme booklet expressed the view that the scheme was in the best interests of Seven 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 Seven shareholder, properly informed and acting alone, might approve it. There is otherwise no reason to doubt that Seven has brought to the Court’s attention all matters that could be considered relevant to the exercise of the Court’s discretion or 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.

11. Seven also seeks 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 Seven’s constitution, where the scheme will not involve any modification of any rights of Seven shareholders or of creditors or persons dealing with Seven, and there is no need to require compliance with s 411(11) of the Ac**t.

Determination and orders

12. For these reasons, I made the orders sought by Seven at the conclusion of the second Court hearing on 23 December 2025.

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