In the matter of Aspen Group Limited; Aspen Funds Management Limited in its capacity as responsible entity of Aspen Property Trust; Aspen Parks Property Management Ltd and Aspen Funds Management Limited in its capacity as responsible entity of Aspen Parks Property Trust [2015] NSWSC 1718

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Aspen Group Limited; Aspen Funds Management Limited in its capacity as responsible entity of Aspen Property Trust; Aspen Parks Property Management Ltd and Aspen Funds Management Limited in its capacity as responsible entity of Aspen Parks Property Trust [2015] NSWSC 1718 Hearing dates: 23 October 2015, 3 November 2015 Decision date: 23 October 2015 Jurisdiction: Equity - Corporations List Before: Black J Decision: Orders in the form proposed by the Plaintiffs on 3 November 2015. Catchwords: CORPORATIONS – Schemes of arrangement – Application under s 411 Corporations Act 2001 (Cth) for orders convening a meeting of members to consider proposed schemes of arrangement and for approval of the proposed schemes of arrangement – where schemes of arrangement involved the merger of businesses operated by the four Plaintiffs – where merger involves the responsible entity for two trusts – whether to convene meeting of the members – judicial advice sought by responsible entities pursuant to Trustee Act 1925 (NSW) s 63. Legislation Cited: - Corporations Act 2001 (Cth) pt 5.1, ss 9, 411, 411(1), 411(17)(b), 601GC, 601GC(1), 1319 - Trustee Act 1925 (NSW) s 63 Cases Cited: - CMPS&F Pty Ltd v Crooks Mitchell Ltd (1997) 76 FCR 366 - Re ACM Gold Limited; Re Mt Leyshon Gold Mines (1992) 34 FCR 530 - Re Amcom Telecommunications Ltd (No 2) [2015] FCA 410 - Re APN News & Media Limited [2007] FCA 770; (2007) 62 ACSR 400 - Re Aurora Oil & Gas Ltd [2014] FCA 612 - Re Australian Gas Light Company [2006] FCA 346; (2006) 57 ACSR 67 - Re Cellestis Ltd (No 2) [2011] VSC 329 - Re Coles Group Limited [2007] VSC 389; (2007) 25 ACLC 1380 - Re Hills Motorway Ltd [2002] NSWSC 897; (2002) 43 ACSR 101 - Re Hostworks Group Ltd [2008] FCA 64; (2008) 26 ACLC 137 - Re Lend Lease Primelife Ltd; Re Lend Lease Village Responsible Entity Ltd [2009] NSWSC 1340 - Re Macquarie Private Capital A Limited [2008] NSWSC 323; (2008) 26 ACLC 366 - Re Mirvac Funds Management Limited in its capacity as Responsible Entity of the Mirvac Industrial Trust [2014] NSWSC 1569 - Re Mirvac Limited [1999] NSWSC 457; (1999) 32 ACSR 107 - Re Mitchell Communication Group [2010] VSC 423 - Re Prime Infrastructure Holdings Limited [2010] NSWSC 1104; (2010) 80 ACSR 193 - Re Rural Press Limited [2007] FCA 314; (2007) 61 ACSR 373 - Re Westfield Holdings Limited [2004] NSWSC 458; (2004) 49 ACSR 734 - Wellington Capital Ltd v Australian Securities and Investments Commission [2014] HCA 43; (2014) 106 ACSR 12 Category: Principal judgment Parties: Aspen Group Limited (First Plaintiff) Aspen Funds Management Limited in its capacity as responsible entity of Aspen Property Trust (Second Plaintiff) Aspen Parks Property Management Ltd (Third Plaintiff) Aspen Funds Management Limited in its capacity as responsible entity of Aspen Parks Property Trust (Fourth Plaintiff) Representation: Counsel: I M Jackman SC/DFC Thomas (Plaintiffs)