In the matter of MSL Solutions Limited (No 2) [2023] NSWSC 79

Supreme Court New South Wales

Medium Neutral Citation: In the matter of MSL Solutions Limited (No 2) [2023] NSWSC 79 Hearing dates: 7 February 2023 Date of orders: 7 February 2023 Decision date: 13 February 2023 Jurisdiction: Equity - Corporations List Before: Black J Decision: Orders made approving a 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), ss 411, 1319 Cases Cited: • Re Amcor Ltd (No 2) [2019] FCA 842 • Re Australian Foundation Investment Co Ltd [1974] VR 331 • Re MB Group plc [1989] BCLC 672 • Re Centro Retail Ltd [2011] NSWSC 1321 • Re Lion Nathan Ltd (No 2) [2009] FCA 1261 • Re MSL Solutions Ltd [2022] NSWSC 1783 • Re Walsh and Company Investments Ltd [2020] NSWSC 1746 • Re Wesfarmers Ltd (No 2) [2018] WASC 357 Category: Principal judgment Parties: MSL Solutions Limited (Plaintiff) Representation: Counsel: M Oakes SC (Plaintiff) M Izzo SC (Acquirer)

Solicitors: Talbot Sayer (Plaintiff) King & Wood Mallesons (Acquirer) File Number(s): 2022/343988

Judgment

Nature of the application 1. By Originating Process filed on 15 November 2022, the Plaintiff, MSL Solutions Ltd ("MSL"), applies in the first instance under ss 411 and 1319 of the Corporations Act 2001 (Cth) ("Act") to convene a meeting of its members to consider and, if thought fit, approve a scheme of arrangement by which Plutus Bidco Pty Ltd ("Pemba Bidco") would acquire all the shares in MSL and associated orders. On 13 December 2022, for the reasons set out in my judgment delivered on 23 December 2022 ([2022] NSWSC 1783), I made orders convening the scheme meeting and associated orders. 2. MSL shareholders have now approved the scheme by both a majority in number present and voting and by more than 75% of the votes cast and MSL now seeks orders at the second Court hearing that it be approved pursuant to s 411(4)(b) of the Act. I made the orders sought at the end of the second Court hearing on 7 February 2023 and these are my reasons for doing so. I have drawn on the helpful submissions of Mr Oakes, who appeared for MSL in the application, in this judgment.