In the Application of Cromwell Property Securities Ltd (ACN 079 147 809)In the application of Cromwell Corporation Ltd (ACN 001 056 980) [2006] NSWSC 1449

New South Wales Supreme Court

CITATION : In the Application of Cromwell Property Securities Ltd (ACN 079 147 809)In the application of Cromwell Corporation Ltd (ACN 001 056 980) [2006] NSWSC 1449

HEARING DATE(S) : 08/12/06

JUDGMENT DATE : 8 December 2006

Equity Division JURISDICTION : Corporations List Corporations List

JUDGMENT OF : White J

EX TEMPORE JUDGMENT DATE : 12/08/2006

DECISION : See paras 24-26 of judgment.

CATCHWORDS : CORPORATIONS – Arrangements and reconstructions – Schemes of arrangement or compromise – Application for order pursuant to s 411(4)(b) Corporations Act 2001 (Cth) approving scheme of arrangement between applicant and shareholders – Where scheme of arrangement approved by shareholders by special resolution – Application granted - CORPORATIONS – Managed investments – Trust deed or constitution – Members of trusts which are managed investment schemes passed resolutions approving, inter alia, merger of trusts with another trust – Resolutions required amendments to constitutions of trusts – Application by trustee of trusts for orders that is justified in acting upon resolutions passed by members of trusts – Whether amendments to constitutions of trusts were within powers of alteration contained in constitutions of trusts and in s 601G Corporations Act – Where resolutions of members of trusts commanded overwhelming support – Application granted.

LEGISLATION CITED : Corporations Act 2001 (Cth) Trustee Act 1925 (NSW)

Re Australand Holdings Limited (2005) 219 ALR 728 Abacus Funds Management (2005) 24 ACLC 211 Permanent Trustee Co Limited v National Australia Managers Ltd (McLelland CJ in Eq, 8 August 1994, unreported, BC9402940) CASES CITED : Re Mirvac Limited (1999) 32 ACSR 107 Kearns & anor v Hill (1990) 21 NSWLR 107 Cachia v Westpac Financial Services (2000) 33 ACSR 572 Re Challenge Bank Ltd (1995) 19 ACSR 421