In the matter of CNPR Limited [2018] NSWSC 989

Supreme Court New South Wales

Medium Neutral Citation: In the matter of CNPR Limited [2018] NSWSC 989 Hearing dates: 5 June 2018 Decision date: 27 June 2018 Jurisdiction: Equity - Corporations List Before: Black J Decision: The Plaintiff is ordered to be wound up on the just and equitable ground under s 461(1)(k) of the Corporations Act 2001 (Cth). Catchwords: CORPORATIONS – winding up – application for winding up order on the just and equitable ground under s 461(1)(k) of the Corporations Act 2001 (Cth) – whether the substratum of the company has failed – whether it has become impossible for the company to achieve its original purposes. Legislation Cited: - Corporations Act 2001 (Cth) ss 461, 462, 465A, 470, 532 Cases Cited: - CIC Insurance Ltd v Hannan & Co Pty Ltd [2001] NSWSC 437; (2001) 19 ACLC 1217 - Davis & Co Ltd v Brunswick (Aust) Ltd [1936] 1 All ER 299 - Kingjade Holdings Pty Ltd v Pineridge Nominees Pty Ltd (1997) 15 ACLC 910 - Re Catombal Investments Pty Ltd [2012] NSWSC 775; (2012) 30 ACLC 12-031 - Re New South Wales Leagues' Club Limited [2014] NSWSC 1610 - Re Tivoli Freeholds Ltd [1972] VR 445 - Strong v J Brough & Son (Strathfield) Pty Ltd (1991) 5 ACSR 296 Category: Principal judgment Parties: CNPR Limited (Plaintiff) Representation: Counsel: J Williams (Plaintiff)

Solicitors: Herbert Smith Freehills (Plaintiff) File Number(s): 2018/71735

Judgment

The nature of this application 1. By Originating Process filed on 5 March 2018, the Plaintiff, CNPR Limited (formerly Centro Properties Limited) ("CNPR"), seeks an order under s 461(1)(k) of the Corporations Act 2001 (Cth) that it be wound up on the just and equitable ground. This application is brought as the final step in a restructuring of the Centro Properties Group, comprising CNPR and its related entities, which included four creditors' schemes of arrangement approved by this Court in 2011 ("Restructuring"). CNPR relies, in support of the application, on several affidavits of its chief executive officer and company secretary, Mr John Georgakis, affirmed on 28 February 2018, 4 April 2018, 11 May 2018 and 1 June 2018. At the conclusion of the hearing on 5 June 2018, I made an order winding up CNPR and delivered short oral reasons for that order, and indicated that I would deliver more detailed reasons for those orders. These are the more detailed reasons for those orders. I have drawn on the helpful submissions of Mr Williams, who appeared for CNPR, in these reasons.