Macquarie Equipment Finance Pty Limited v Macquarie Bank Limited

REASONS FOR JUDGMENT 1 This is the second court hearing in relation to a proposed scheme of arrangement and reconstruction of Macquarie Equipment Finance Pty Limited, invoking the powers in ss 411 and 413 of the Corporations Act 2001 (Cth). The plaintiff has submitted, and I accept, that the evidence supports the making of these orders. 2 As set out in the earlier reasons (Macquarie Equipment Finance Pty Limited v Macquarie Bank Limited [2012] FCA 1212), both the plaintiff and the proposed defendant transferee, Macquarie Bank Limited, are Part 5.1 bodies. The factual information and the explanatory statement have been verified and that explanatory statement registered with the Australian Securities and Investments Commission (ASIC) after the first court hearing. The orders made by the Court at the first court hearing were also lodged with ASIC. 3 There is evidence of all of the required procedural matters. This includes service of the explanatory statement on the sole shareholder of the scheme company and the fact that that explanatory statement, as served, corresponds with the document which was tendered as the explanatory statement at the first court hearing. There is also evidence of consent to the short notice of the scheme meeting. In relation to the holding of the scheme meeting and obtaining of the necessary majority, in the circumstances of the shareholding of the scheme company unsurprisingly the sole shareholder voted and accordingly 100% of the shareholders voted in favour of the scheme. 4 The consent of the transferee defendant company to accept the transfer of all of the assets and liabilities of the scheme company is in evidence and the position of creditors of the plaintiff and defendant companies is satisfactory on the evidence. In this regard my attention has been drawn to the different number and amount of full recourse creditors of the scheme company but it is apparent that this is part of the ordinary trading position of that company and, as set out in the earlier reasons, the scheme provides for the transfer of all liabilities to the defendant company and accordingly the position of the known and contingent creditors is protected. 5 The scheme approval application has been advertised as required and on the evidence there has been no notice of any intention by any person to appear at the second court hearing. Indeed, the matter was called this morning and there was no appearance. A letter in the usual form from ASIC, in circumstances where it has no objection to the proposed scheme of arrangement, has been received, that letter being dated 14 November 2012. 6 The orders sought are appropriate and accordingly I make orders 1 through to 7 in the short minutes of order. I certify that the preceding six (6) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Jagot.