Re Great Southern Managers Australia Limited (rec's & m'gers app'td) (in liq) [2009] VSC 557 (4 December 2009)

Re Great Southern Managers Australia Limited (rec's & m'gers app'td) (in liq) [2009] VSC 557 (4 December 2009) - VSC 2009 case summary — Zoe

[97]

Resolution 3 - Amendments to the Grower Agreements to implement the Gunns Proposal

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"Subject to Resolutions 1, 2 and 4 being passed, that the Growers approve the amendment of the Growers' Agreements in the manner set out in Part C of the Supplementary Scheme Booklet and acknowledge the right of Great Southern Managers Australia Limited (In Liquidation) (Receivers and Managers Appointed) or Gunns Plantations Limited (as the case may be) acting as the responsible entity of Great Southern Plantations [] Scheme [] (the Scheme) to make those amendments using the rights of the responsible entity under any powers of attorney granted by Growers in relation to the Scheme, including the powers of attorney granted by Growers pursuant to Resolution 2, and the powers of attorney granted by Growers in their application forms submitted at the time of applying for interests in the Scheme (including as a prescribed interest undertaking prior the Scheme's registration under the Corporations Act)."

Resolution 4 - Appointment of New Responsible Entity for the Gunns Proposal

To consider and, if thought fit, pass the following resolution as an extraordinary resolution:

"That, subject to and conditional upon:

(1) Resolutions 1, 2 and 3 being passed; and

(2) all of the resolutions contained in the Notices of Meeting (dated on or about the date of this notice of meeting) for the:

"Great Southern Plantations []" ARSN [];

"Great Southern Plantations []" ARSN [];

"Great Southern Plantations []" ARSN [];

"Great Southern Plantations []" ARSN [];

"Great Southern Plantations []"ARSN [];

"Great Southern Plantations []" ARSN [];

"Great Southern Plantations []" ARSN []; and

"Great Southern Plantations []" ARSN [],

(the Other Projects) being passed or if all of the resolutions in the Notices of Meeting (dated on or about the date of this notice of meeting) for a majority of the projects (being the Great Southern Plantations [] Scheme ARSN [] (the Scheme) and the Other Projects) are passed, such number of Other Projects as Gunns Plantations Limited and Great Southern Managers Australia Limited (In Liquidation) (Receivers and Managers Appointed) (GSMAL) may agree and advise (including by notice on Gunns Plantations Limited's or GSMAL's website) no later than 10 Business Days after the day of the Meeting.

Gunns Plantations Limited be appointed the responsible entity of the Scheme on the retirement of GSMAL in accordance with section 601FL of the Corporations Act and GSMAL is released from all liabilities and further obligations in relation to the Scheme."

Annexure C - Orders sought in the Amended Originating Process

filed 26 November 2009

[98]

A direction pursuant to r. 54.02 of the Supreme Court (General Civil Procedure) Rules 2005 (Vic) that the Fifth Plaintiff would be justified, and would otherwise be acting reasonably , in calling a meeting of members of each of the registered managed investment schemes more precisely identified in [the schemes] pursuant to s. 252A of the Corporations Act 2001 (Cth) to consider resolutions in the same or similar terms as the resolutions (Proposed Resolutions) referred to in affidavits to be filed with the Court in so far as each of the Proposed Resolutions purport to confirm or acknowledge the entitlement of, or otherwise enable, any replacement responsible entity, alternatively the Fifth Plaintiff, to effect the variation of the project documents set out in [the project documents].
Further and alternatively, a direction pursuant to s. 424 of the Corporations Act 2001 (Cth) that the First to Fourth Plaintiffs would be justified, and would otherwise be acting reasonably, in causing the Fifth Plaintiff to call a meeting of members of the Schemes pursuant to s. 252A of the Corporations Act 2001 (Cth) to consider resolutions in the same or similar terms as the Proposed Resolutions in so far as the Proposed Resolutions purport to confirm or acknowledge the entitlement of, or otherwise enable, any replacement responsible entity, alternatively the Fifth Plaintiff, to effect the variation of the Project Documents.
A direction pursuant to r. 54.02 of the Supreme Court (General Civil Procedure) Rules 2005 (Vic) that the Fifth Plaintiff would be justified, and would otherwise be acting reasonably , in holding any meetings of members of each of the Schemes aforesaid concurrently with and at the same place and time as the meetings of members of each of the other Schemes.
Further and alternatively, a direction pursuant to s. 424 of the Corporations Act 2001 (Cth) that the First to Fourth Plaintiffs would be justified and would otherwise be acting reasonably, in causing the Fifth Plaintiff to hold any meetings of members of each of the Schemes aforesaid concurrently with and at the same place and time as the meetings of members of each of the other Schemes.
A direction pursuant to r. 54.02 of the Supreme Court (General Civil Procedure) Rules 2005 (Vic) that the Fifth Plaintiff would be justified, and would otherwise be acting reasonably , in relation to the conduct of any meeting called as referred to above, in accepting and counting any votes by:
- (a) Great Southern Plantations Holdings Pty Ltd (Administrators Appointed) (ACN 132 912 184);
- (b) Great Southern Finance Pty Ltd (Administrators Appointed) (ACN 009 235 143),

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Judgment (133 paragraphs)

Legislation Cited (1)

Cases Cited (6)