In the matter of Mortgage Choice Limited [2021] NSWSC 819

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Mortgage Choice Limited [2021] NSWSC 819 Hearing dates: 17 June 2021 Date of orders: 17 June 2021 Decision date: 06 July 2021 Jurisdiction: Equity - Corporations List Before: Black J Decision: Orders made approving the scheme of arrangement. Catchwords: CORPORATIONS – Arrangements and reconstructions – Schemes of arrangement or compromise – Application under s 411 of the Corporations Act 2001 (Cth) for orders approving scheme of arrangement – Where formal requirements satisfied – Whether scheme of arrangement should be approved. Legislation Cited: - Corporations Act 2001 (Cth), s 411 Cases Cited: - Re Aveo Group Ltd [2019] NSWSC 1679 - Re Central Pacific Minerals NL [2002] FCA 239 - Re GBST Holdings Limited [2019] NSWSC 1503 - Re NRMA Ltd (2000) 33 ACSR 595; [2000] NSWSC 82 - Re Seven Network Ltd (No 3) (2010) 77 ACSR 701; [2010] FCA 400 - Re TriAusMin Ltd (No 2) [2014] FCA 833 Category: Principal judgment Parties: Mortgage Choice Limited (Plaintiff) Representation: Counsel: Mr J T Svehla (Plaintiff) Mr B Holmes (Acquirer)

Solicitors: Ashurst Australia (Plaintiff) King & Wood Mallesons (Acquirer) File Number(s): 2021/109964

Judgment

Nature of the application 1. By an Originating Process filed on 20 April 2021, the plaintiff, Mortgage Choice Limited ("Mortgage Choice"), sought orders for approval of the scheme of arrangement between Mortgage Choice and scheme shareholders under s 411(4)(b) of the Corporations Act 2001 (Cth) and an exemption from compliance with the requirement of s 411(11) of the Act pursuant to s 411(12) of the Act. 2. At the first Court hearing on 6 May 2021, the Court made orders for Mortgage Choice to convene and hold a meeting of its shareholders for the purpose of considering and, if thought fit, agreeing to (with or without modification) the scheme and related matters, including approving a scheme booklet for distribution to Mortgage Choice shareholders in connection with the scheme. The scheme meeting was then held on 10 June 2021. 3. I am satisfied that the scheme was approved by the requisite majorities of Mortgage Choice shareholders for the purposes of s 411(4)(a)(ii) of the Act, namely 93.23% of Mortgage Choice Shareholders present and voting (either in person or by proxy) voted in favour of the scheme; and 99.06% of the votes cast on the resolution at the Scheme Meeting (either in person or by proxy) were in favour of the Scheme. Excluding Treasury Shares held by Pacific Custodians Pty Limited in its capacity as trustee of the Mortgage Choice Limited Employee Incentive Trust, which were not to be voted at that meeting, there was voting with respect to 79,577,936 of the Mortgage Choice shares at the scheme meeting, which is a voting participation rate of 64% by shares. Of the 3,844 Mortgage Choice shareholders on the register of members as at the Scheme Meeting Record Date which were able to vote at the scheme meeting, and again excluding Pacific Custodians, 502 Mortgage Choice shareholders voted at the meeting, which is a relatively low voting participation rate of 13% by members. 4. At the second Court hearing on 17 June 2021, Mortgage Choice sought an order under s 411(4)(b) of the Corporations Act that the scheme be approved and that it be exempt from compliance with the requirements of s 411(11) of the Act in respect of the scheme. I made those orders at the conclusion of that hearing and these are my reasons for doing so.