In the matter of Ardent Leisure Limited trading as Ardent Leisure Limited; Ardent Leisure Management Limited in its capacity as the responsible entity of the Ardent Leisure Trust [2018] NSWSC 1665

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Ardent Leisure Limited trading as Ardent Leisure Limited; Ardent Leisure Management Limited in its capacity as the responsible entity of the Ardent Leisure Trust [2018] NSWSC 1665 Hearing dates: 9 October 2018 Decision date: 01 November 2018 Jurisdiction: Equity - Corporations List Before: Black J Decision: The Court makes orders under s 411 of the Corporations Act 2001 (Cth) convening meeting of ALL members to consider and, if thought fit, approve scheme of arrangement. The Court gives judicial advice under s 63 of the Trustee Act 1925 (NSW) that ALML as the responsible entity of the Trust is justified in convening a meeting of unitholders to implement a corresponding scheme and proceeding on the basis that amendments to the Trust constitution are within the powers of alteration conferred by that document and s 601GC of the Corporations Act. Catchwords: CORPORATIONS – arrangements and reconstructions – schemes of arrangement or compromise – application under s 411 of the Corporations Act 2001 (Cth) for orders convening meeting of members to consider and, if thought fit, approve proposed scheme of arrangement – whether requirements to order scheme meetings are satisfied.

CORPORATIONS – managed investments – application for judicial advice by responsible entity under s 63 of the Trustee Act 1925 (NSW) – whether responsible entity would be justified in convening a meeting of unitholders to approve an amendment to the trust constitution to give effect to a proposed scheme – whether proposed amendments are within the powers of alteration conferred by the constitution of the managed investment scheme and s 601GC of the Corporations Act. Legislation Cited: - Corporations Act 2001 (Cth) ss 411, 611, 601GC - Trustee Act 1925 (NSW) s 63 Cases Cited: - Australian Securities Commissions v Marlborough Gold Mines Ltd (1993) 177 CLR 485 - Centrebet International Ltd [2011] FCA 870 - Elders Forestry Management Ltd v Seels [2012] VSC 287 - F T Eastment & Sons Pty Ltd v Metal Roof Decking Supplies Pty Ltd (1977) 3 ACLR 69 - Macedonian Orthodox Community Church St Petka Inc v His Eminence Petar (2008) 237 CLR 66 - Re Abacus Funds Management Ltd (2006) 24 ACLC 211 - Re Alinta Ltd (No 2) [2007] FCA 1378 - Re APN News & Media Ltd [2007] FCA 770; (2007) 62 ACSR 400 - Re Atlas Iron Ltd (2016) 112 ACSR 554 - Re BIS Finance Pty Ltd [2017] NSWSC 1713 - Re CSR Ltd (2010) 183 FCR 358 - Re DUET Finance Ltd [2017] NSWSC 415 - Re DUET Management Company 1 Limited [2013] - NSWSC 817; (2013) 95 ACSR 34 - Re Foster's Group Ltd (No 2) [2011] VSC 547 - Re Foundation Healthcare Ltd [2002] FCA 742; (2002) 42 ACSR 252 - Re Hills Motorway Ltd (2002) 43 ACSR 101 - Re Macquarie Capital Alliance Ltd [2008] NSWSC 745; (2008) 67 ACSR 484 - Re Macquarie Communications Infrastructure Group [2009] NSWSC 487 - Re Macquarie Goodman Funds Management Ltd (2004) 52 ACSR 194 - Re Mirvac Ltd [1999] NSWSC 457; (1999) 32 ACSR 107 - Re Permanent Trustee Co Ltd (2002) 43 ACSR 601 - Re SAI Global Ltd [2016] FCA 1312 - Re SFE Corporation Ltd [2006] FCA 670; (2006) 59 ACSR 82 - Re Simavita Holdings Limited [2013] FCA 1274 - Re Staging Connections Group Ltd [2015] FCA 1012 - Re Sydney Airport Holdings Limited [2013] NSWSC 1665 Category: Principal judgment Parties: 2018/297453 Ardent Leisure Limited trading as Ardent Leisure Limited (Plaintiff)