Event and Time
Event Description
The case involves an application by Spark Infrastructure RE Limited ("Spark RE") under section 411 of the Corporations Act 2001 (Cth) for orders approving the creditors' scheme of arrangement and under section 63 of the Trustee Act 1925 (NSW) for judicial advice regarding the implementation of a trust scheme. This relates to the proposed acquisition of Spark RE's assets by a consortium led by Pika Bidco Pty Ltd.
Application and Claims
- Spark RE sought approval for two schemes:
- Creditors’ Scheme: A scheme for potential creditors, needing a majority vote and court approval. - Trust Scheme: A scheme affecting unitholders, requiring court approval and judicial advice.
- The schemes were to enable the acquisition of Spark RE's shares and loan notes.
Judicial Decisions
- The court approved both the Creditors' Scheme and the Trust Scheme on 26 November 2021.
- The judge found that the schemes were fair and reasonable based on substantive support from the securityholders.
Dispute Points and Legal Basis
Dispute Points
- Spark RE’s Claims:
- The schemes were consistent with shareholder interests and obtained the necessary majority support during scheme meetings. - Evidence presented by multiple affiants demonstrated adequate procedural compliance and fairness of the schemes.
- Opposing Arguments:
- No opposition was formally voiced during the second court hearing, and therefore, the procedural defenses were absent. However, arguments may have existed during discussions about potential adverse impacts on minority shareholders or creditors.