In the matter of Novion Limited [2015] NSWSC 1295

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Novion Limited [2015] NSWSC 1295 Hearing dates: 14 April 2015 Date of orders: 14 April 2015 Decision date: 14 April 2015 Jurisdiction: Equity - Corporations List Before: Brereton J Decision: Orders made convening scheme meeting and approving (subject to amendments) explanatory statement, and advising that trustee would be justified in putting resolution to meeting of unit holders and that amendment of trust deed within power Catchwords: CORPORATIONS – arrangements and reconstructions – schemes of arrangement or compromise – application for order convening meeting of members to consider scheme of arrangement – whether scheme sufficiently explained and whether any obvious flaw – where no commercial reason why scheme could not be approved – where explanatory statement involves comprehensive disclosure of requisite matters – where notification given to ASIC.

TRUSTS – trustees – trustees' applications – judicial advice – managed investment scheme – proposal to amend trust deed in conjunction with corporate scheme of arrangement – whether trustee justified in making constitutional amendment to enable scheme. Legislation Cited: (Cth) Corporations Act 2001, s 411, s 411(2), s 411(17), s 412(6), s 601GC Category: Procedural and other rulings Parties: In proceedings 2015/88147: Novion Limited (ABN 79 167 087 363) (plaintiff) Federation Limited (interested party)

In proceedings 2015/88363: Novion RE Limited (ABN 33 084 098 190) as responsible entity of the Novion Trust (ARSN 090 150 280) (plaintiff) Federation Limited (interested party) Representation: Counsel: P M Wood SC w J Williams (plaintiffs) J Lockhart SC (Federation Limited)