In the matter of Ten Network Holdings Limited (subject to a deed of company arrangement) (receivers and managers appointed) [2017] NSWSC 1529

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Ten Network Holdings Limited (subject to a deed of company arrangement) (receivers and managers appointed) [2017] NSWSC 1529 Hearing dates: 31 October 2017, 1 and 2 November 2017 Decision date: 10 November 2017 Jurisdiction: Equity - Corporations List Before: Black J Decision: The Court grants leave pursuant to s 444GA of the Corporations Act 2001 (Cth) to transfer the shares in Ten Network Holdings Limited pursuant to the deed of company arrangement and varies the deed in accordance with the variation sought in the Plaintiffs' Interlocutory Process dated 2 November 2017. Catchwords: CORPORATIONS — Voluntary administration — Deed of company arrangement – Application under s 444GA of the Corporations Act 2001 (Cth) for leave to transfer shares pursuant to deed – whether residual equity in company – whether shareholders unfairly prejudiced. Legislation Cited: - Corporations Act 2001 (Cth), Ch 6, Pt 5.3A, ss 232, 444GA, 445A, 447A, 606 - Corporations Amendment (Insolvency) Act 2007 (Cth) - Evidence Act 1995 (NSW), s 140 - Supreme Court (Corporations) Rules 1995 (NSW), r 2.13 Cases Cited: - Brash Holdings Ltd v Shafir (1994) 14 ACSR 192 - Briginshaw v Briginshaw [1938] HCA 34; (1938) 60 CLR 336 - Gambotto v WCP Ltd [1995] HCA 12; (1995) 182 CLR 432 - Korda, in the matter of Ten Network Holdings Ltd (admins apptd) (recs and mgrs apptd) [2017] FCA 914 - Neat Holdings Pty Ltd v Karajan Holdings Pty Ltd [1992] HCA 66; (1992) 110 ALR 449 - Re 3GS Holdings Pty Ltd (subject to deed of company arrangement) [2015] VSC 145 - Re BCD (Operations) NL (subject to deed of company arrangement) [2014] VSC 259; (2014) 100 ACSR 450 - Re Bluebrook Ltd [2009] EWHC 2114; [2010] 1 BCLC 338 - Re Kupang Resources Ltd (subject to deed of company arrangement) (recs and mgrs apptd) [2016] NSWSC 1895 - Re Lewis; Diverse Barrel Solutions Pty Ltd (subject to a deed of company arrangement) [2014] FCA 53 - Re Lindholm; Munday Group Pty Ltd (recs and mgrs apptd) (in liq) v Tsourlinis Distributors Pty Ltd [2010] FCA 1488 - Re Mirabela Nickel Ltd (subject to deed of company arrangement) [2014] NSWSC 836 - Re Nexus Energy Limited (subject to deed of company arrangement) [2014] NSWSC 1910; (2015) 105 ACSR 246 - Re Opes Prime Stockbroking Ltd [2009] FCA 813; (2009) 179 FCR 20 - Re Pasminco Ltd (No 2) [2004] FCA 656; (2004) 49 ACSR 470 - Re Tea Corporation Ltd [1904] 1 Ch 12- Re TEN Network Holdings Ltd (admin apptd) (recs and mgrs apptd) [2017] NSWSC 1247 - Reed Constructions Australia Ltd v DM Fabricators Pty Ltd [2007] NSWSC 1190; (2007) 25 ACLC 1463 - Weaver v Noble Resources Ltd [2010] WASC 182; (2010) 41 WAR 301; 79 ACSR 237 Texts Cited: - C Anderson & D Morrison "Seen but not heard? The significance of shareholders under Pt 5.3A of the Corporations Act" (2008) 16 Insolv LJ 222 - Australian Securities and Investments Commission, Regulatory Guide 111, Content of Expert Reports (2011) - H Bird, "A Critique of the Proprietary Nature of Share Rights in Australian Publicly Listed Corporations" (1998) 22 Melb Univ LR 131 - Legal Committee of the Companies and Securities Advisory Committee, Corporate Voluntary Administration (1998) - R J Turner, "Debt for equity swaps and corporate restructuring under s 444GA of the Corporations Act" (2015) 26 JBFLP 269 Category: Principal judgment Parties: Mark Korda, Jennifer Nettleton and Jarrod Villani as joint and several deed administrators of Ten Network Holdings Limited (subject to a deed of company arrangement) (receivers and managers appointed) and each of the companies listed in the Schedule to the Originating Process (Plaintiffs) Y Du (Interested Person) (self-represented) D Gubbay (Interested Person) (self-represented) C K Leung (Interested Person (self-represented) Representation: Counsel: C R C Newlinds SC/M Izzo (Plaintiffs)