Investa Properties Limited [2007] FCA 1388

REASONS FOR JUDGMENT 1 On 18 July last, Lindgren J convened a scheme meeting of the members of Investa Properties Limited (ABN 54 084 407 241) for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement (Investa Properties Limited, in the matter of Investa Properties Limited [2007] FCA 1104. The convening of that meeting involved also the holding of a meeting of unit holders as members were the holders of the stapled securities consisting of shares and units. His Honour looked carefully at the material before him and was satisfied with the formalities and also considered the contents of the draft scheme booklet to be forwarded to shareholders. Lindgren J was satisfied that it was an appropriate case for the decision to be made on a commercial basis by those involved. His Honour noted some aspects of the scheme of arrangement to which I will briefly return. 2 I am satisfied that the meetings took place as convened and that the results were favourable to approval of the scheme, in fact overwhelmingly so. I am satisfied that the meeting was properly and validly called in relation to the notice of meeting and the advertisement of that meeting. I am satisfied that there was proper registration of the matter with the Australian Securities and Investments Commission (ASIC) and I am satisfied that ASIC has no objection to the orders sought. I note that ASIC had granted the relief referred to in Lindgren J's decision prior to the orders being made. Evidence has been given as to the satisfaction of the conditions precedent to the implementation of the scheme and the relevant certificates to that effect from each party have been tendered, together with certificates of warranty. 3 Disclosure has been made of a change to remuneration which took place after the meeting and I am satisfied that that is not a topic which causes any need for further disclosure to the holders of the securities. The form of the scheme, as I have said, has been considered by Lindgren J and approved for consideration. It would be a very rare case that, on an ex parte application, a judge, considering confirmation after approval by members, would take a different view from that of the judge convening the meeting. There is no opposition today and there is no occasion to differ from the view his Honour has expressed. That being so, the exact effect and status of the express provisions of schemes dealing with the transfer of shares being free of encumbrances and charges and so on, and the exact legal analysis and effect of the warranties included in the schemes, may be considered, if necessary, on another day. In my opinion, there is no necessity to raise any question about the effect of those clauses in the present case. 4 I am satisfied that all of the conditions that are appropriate have been met and I make the orders set forth in the draft short minutes of order. I should add that, in my opinion, this is an appropriate case for exemption from compliance with s 411(11), pursuant to s 411(12) of the Corporations Act 2001 (Cth). I certify that the preceding four (4) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Gyles.