In the matter of DUET Finance Limited; In the matter of DUET Company Limited; In the matter of DUET Investment Holdings Limited; In the matter of DUET Finance Limited as responsible entity of DUET Finance Trust [2017] NSWSC 912

Supreme Court New South Wales

Medium Neutral Citation: In the matter of DUET Finance Limited; In the matter of DUET Company Limited; In the matter of DUET Investment Holdings Limited; In the matter of DUET Finance Limited as responsible entity of DUET Finance Trust [2017] NSWSC 912 Hearing dates: 28 April 2017 Decision date: 28 April 2017 Jurisdiction: Equity - Corporations List Before: Black J Decision: The Court approves the proposed company schemes of arrangement pursuant to s 411 of the Corporations Act 2001 (Cth) and advises that the responsible entity seeking judicial advice in respect of the proposed trust scheme would be justified in implementing that scheme. Catchwords: CORPORATIONS — Scheme of arrangement — Application for approval – where schemes of arrangement involve the Plaintiffs' shareholders transferring their shares to a purchaser for cash consideration – where schemes approved by significant majorities of members – whether Court should approve schemes of arrangement

CORPORATIONS — Scheme of arrangement — Managed investment scheme – Application for judicial advice by responsible entity under s 63 of the Trustee Act 1925 (NSW) – whether responsible entity would be justified in implementing trust scheme approved by a significant majority of unitholders Legislation Cited: - Corporations Act 2001 (Cth), s 411 - Trustee Act 1925 (NSW), s 63 - Unclaimed Money Act 1995 (NSW) Cases Cited: - Re Advance Bank Australia Ltd (No 2) (1997) 136 FLR 281; 22 ACSR 513 - Re DUET Finance Limited [2017] NSWSC 415 - Re NRMA Insurance Ltd (No 1) [2000] NSWSC 82; (2000) 156 FLR 349; 33 ACSR 595 - Re Seven Network Ltd (No 3) [2010] FCA 400; (2010) 77 ACSR 701 Category: Principal judgment Parties: 2017/63852 DUET Finance Limited (Plaintiff) 2017/63853 DUET Company Limited (Plaintiff) 2017/63854 DUET Investment Holdings Limited (Plaintiff) 2017/66399 DUET Finance Limited as responsible entity of DUET Finance Trust (Plaintiff) Representation: Counsel: I M Jackman SC (Plaintiff – in each proceeding) D F C Thomas (CK William Australia Bidco Pty Ltd – in each proceeding)