In the matter of Commonwealth Managed Investments Limited (ACN 084 098 180) [2014] NSWSC 74

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Commonwealth Managed Investments Limited (ACN 084 098 180) [2014] NSWSC 74 Hearing dates: 6 February 2014 Decision date: 06 February 2014 Before: Brereton J Decision: Plaintiff would be justified in convening concurrent extraordinary general meetings of the security-holders of the trusts for the purpose of considering and, if thought fit, voting, on the resolutions set out in annexure D to the explanatory memorandum being exhibit PXO3. Plaintiff would be justified in distributing an explanatory memorandum substantially in the form of exhibit PXO3 to all registered security-holders. Plaintiff would be justified in proceeding on the basis that the proposed amendments to the constitutions of each trust would be within the powers of all alteration conferred by the respective constitutions, and s 601GC of the (Cth) Corporations Act 2001. Proceedings adjourned for consideration of balance of judicial advice sought. Catchwords: CORPORATIONS - scheme of arrangement - judicial advice - transaction effecting internalisation of management of two listed managed investment schemes - whether scheme adequately explained to those who have a financial interest in it -whether any obvious flaw in the scheme - both requirements satisfied Legislation Cited: (Cth) Corporations Act 2001, s 208, s 209, s 210, s 601GC (NSW) Trustee Act 1925, s 63 Cases Cited: Permanent Trustee Company Ltd v National Australia Managers Ltd NSWSC, 8 August 1994, unreported Re Abacus Funds Management Ltd (2006) 24 ACLC 211 Re Australand Holdings Ltd (2005) 54 ACSR 687 Re Cromwell Property Securities Ltd [2006] NSWSC 1449 Re Mirvac Ltd (1999) 32 ACSR 107 Re SFE Corporation Ltd (ABN 74 000 299 392) (No 1) (2006) 59 ACSR 82 Sydney Airport Holdings (as responsible entity of Sydney Airport Trust 2) [2013] NSWSC 1665 Category: Principal judgment Parties: Commonwealth Managed Investments Limited (ACN 084 098 180) (Applicant) Commonwealth Bank of Australia (Interested Party) Representation: Counsel: Mr N C Hutley SC with Mr S Nixon (Applicant) Mr R A Dick SC (Commonwealth Bank of Australia) Solicitors: Ashurst Australia (Applicant) Herbert Smith Freehills (Commonwealth Bank of Australia) File Number(s): 2014/ 35993