Sylvastate Limited, in the matter of Sylvastate Limited (No 2) [2011] FCA 441

REASONS FOR JUDGMENT 1 On 10 March 2011, pursuant to an application by the plaintiff, Sylvastate Limited (Sylvastate), I made orders under s 411(1) of the Corporations Act 2001 (Cth) for the convening of a meeting of the plaintiff's shareholders other than Whitefield Limited (Whitefield). I also made orders for the conduct of the meeting (Scheme Meeting) and for the notice of the second scheme meeting hearing on 28 April 2011 to be advertised. 2 The purpose of the Scheme Meeting was for the Scheme Shareholders to consider and, if thought fit, approve the Scheme pursuant to which the shares in Sylvastate, other than those held by Whitefield (Scheme Shares), will be transferred to Whitefield and in consideration the shareholders, other than Whitefield (Scheme Shareholders) will receive Whitefield shares (Consideration Shares). The effect of the Scheme will be that Sylvastate will become a subsidiary of Whitefield. The details of the Scheme and my reasons for making those orders (earlier reasons) are to be found at [2011] FCA 211. 3 On 28 April 2011 at the second court hearing the plaintiff sought approval of the Scheme on the basis that the statutory preconditions had all been met including that the required percentage of votes in favour of the Scheme were cast at the meeting on 15 April 2011. I made orders pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth) approving the Scheme. These are my reasons for those orders. These reasons should be read in conjunction with my earlier reasons. Acronyms and abbreviations in the earlier reasons have the same meaning in these reasons.

Conclusion 11 The evidence referred to above, together with the evidence adduced at the first court hearing satisfied me that all necessary preliminaries for the approval of the Scheme pursuant to s 411(4)(b) of the Corporations Act have been addressed. The Scheme has been properly notified to the Sylvastate shareholders and approved by the statutory majorities. Ample opportunity has been afforded to any member who wished to oppose the Scheme and none has done so. I am satisfied that all elements necessary for procedural fairness have been addressed. 12 While it is not necessary for the Court to form an opinion as to the commerciality of the Scheme I am satisfied that substantive fairness has also been addressed in the evidence adduced at the first court hearing, especially in the reports of the Independent Expert and the Investigating Accountant. The members were therefore in a position to make an informed decision as to whether they should approve or reject the Scheme. 13 At the hearings in this matter senior counsel for the plaintiff has drawn the Court's attention to the matters necessary to be proved and to those aspects of the Scheme relevant to the Court's discretion. 14 For these reasons I am satisfied that the Court should approve the Scheme and therefore made the orders sought by the plaintiff. I certify that the preceding fourteen (14) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Stone.

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