Lendlease RL (Rowville) Pty Ltd v Lendlease Capital Services Pty Ltd (No 2) [2018] FCA 1601

FEDERAL COURT OF AUSTRALIA

Lendlease RL (Rowville) Pty Ltd v Lendlease Capital Services Pty Ltd (No 2) [2018] FCA 1601 File number: NSD 1733 of 2018

Judge: YATES J

Date of judgment: 23 October 2018

Catchwords: CORPORATIONS – scheme of arrangement – second court hearing – application for approval

Legislation: Corporations Act 2001 (Cth), ss 411, 412, 413 Federal Court (Corporations) Rules 2000, r 3.5

Cases cited: In the matter of Stork ICM Australia Pty Ltd; Stork ICM Australia Pty Ltd v Stork Food Systems Australia Pty Ltd [2006] FCA 1849 J.P. Morgan Operations Australia Limited v J.P. Morgan Australia Group Pty Limited, in the matter of J.P. Morgan Operations Australia Limited [2018] FCA 1131 Lendlease RL (Rowville) Pty Ltd v Lendlease Capital Services Pty Ltd [2018] FCA 1534

Date of hearing: 23 October 2018

Registry: New South Wales

Division: General Division

National Practice Area: Commercial and Corporations

Sub-area: Corporations and Corporate Insolvency

Category: Catchwords

Number of paragraphs: 12

Counsel for the Plaintiffs: Mr M Oakes SC

Solicitor for the Plaintiffs: Minter Ellison

ORDERS NSD1733 of 2018 BETWEEN: LENDLEASE RL (ROWVILLE) PTY LTD ACN 159 913 363 (and others named in the Schedule) Plaintiffs

AND: LENDLEASE CAPITAL SERVICES PTY LTD ACN 000 001 114 Defendant

JUDGE: YATES J DATE OF ORDER: 23 OCTOBER 2018

THE COURT ORDERS THAT:

1. Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth) (Corporations Act), each scheme of arrangement or compromise proposed between such shareholder or shareholders and the relevant plaintiff, the terms of which are set out in Annexure A to the Explanatory Statement dated 10 October 2018 (each a Scheme, and collectively, the Schemes), be approved. 2. Pursuant to s 413(1) of the Corporations Act (and using the definitions in each Scheme), at the Effective Time, each Scheme be implemented by the following steps taken in the following order, and speaking as at that time: (a) first, the Property of each relevant plaintiff will, simultaneously with the Property of every other plaintiff be transferred to and vested in the defendant without the need for any further act or deed, pursuant to s 413(1)(a) of the Corporations Act; (b) second, all Liabilities of each relevant plaintiff will, simultaneously with the Liabilities of every other plaintiff, be transferred to and become Liabilities (as defined in each Scheme) of the defendant without the need for any further act or deed, pursuant to s 413(1)(a) of the Corporations Act; (c) third, all legal proceedings pending by or against any plaintiff will be continued by or against the defendant without the need for any further act or deed, other than an amendment of the record of the relevant court or tribunal, pursuant to s 413(1)(c) of the Corporations Act; (d) fourth, each plaintiff will attend to such incidental, consequential and supplemental matters as are necessary to ensure that the Schemes are fully and effectively carried out; and (e) fifth, each plaintiff will be deregistered by the Australian Securities and Investments Commission (ASIC) without winding up, pursuant to s 413(1)(d) of the Corporations Act. 3. Pursuant to s 413(1)(g) of the Corporations Act, on and from the Effective Time (as that word is defined in the Schemes): (a) the defendant or any director, officer, company secretary or other duly authorised signatory of the defendant from time to time may, in the name of each plaintiff, sign all documents and do all things required to be done by each plaintiff to complete or perfect the transfer of the Property and Liabilities (as defined in each Scheme) of that plaintiff as contemplated by the Schemes provided for in Orders 2(a) and 2(b) above, whether by lodgement, registration, notification or otherwise; and (b) each of the plaintiffs may disclose to the defendant all personal information (including tax file numbers) held by each of them. 4. Pursuant to s 413(1)(g) of the Corporations Act, on and from the Effective Time (as that word is defined in the Schemes): (a) in contracts which form part of Property and Liabilities (as defined in each Scheme) transferred to, and vested in, the defendant pursuant to Orders 2(a) and 2(b) above, and to which each plaintiff (as applicable) is named as a party, any reference to that plaintiff be read as a reference to the defendant; and (b) the defendant may use, disclose and otherwise handle all information transferred and vested in it by each plaintiff provided always that the defendant shall receive the information upon the same terms as each plaintiff held the information and subject to the Liabilities (as defined in each Scheme) of each plaintiff in respect of that information. 5. Pursuant to s 411(12) of the Corporations Act, the plaintiffs be exempted from complying with s 411(11) of the Corporations Act in relation to the Schemes. 6. Upon lodgement of an office copy of these orders with ASIC by each of the plaintiffs in accordance with s 413(3) of the Corporations Act, pursuant to s 411(10) of the Corporations Act, the date on which these orders are taken as having effect is 23 October 2018. 7. Liberty be reserved to any party to apply for any further orders as may be considered necessary or desirable under s 413 of the Corporations Act. 8. These orders be entered forthwith. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.