Australia, June 20 -- New South Wales Land and Environment Court issued text of the following judgement on May 19:

1. By Originating Process filed on 15 April 2025, the Plaintiff, AV Jennings Limited ("AVJ") applies for orders under ss 411 and 1319 of the Corporations Act 2001 (Cth) ("Act") relating to a proposed scheme of arrangement and associated orders.

2. By way of background, AVJ is an Australian company limited by shares and is admitted to the official list of the securities exchange conducted by the Australian Securities Exchange Limited ("ASX"). Shares in AVJ are also quoted for trading on the securities exchange conducted by Singapore Exchange Limited ("SGX") through SGX GlobalQuote. The principal activity of AVJ is residential property development. On 1 April 2025, AVJ announced to the ASX that it had entered into a Scheme Implementation Deed ("SID") with PM Nominees C Pty Ltd ("Bidder"), an investment vehicle of Proprium Capital Partners (Australia) Pty Ltd and AVID Property Group, dated 31 March 2025 (SID). The consideration to be provided by the Bidder to each AVJ shareholder for the transfer to the Bidder of each AVJ share is, subject to the terms of the scheme, cash consideration of $0.655 per share, less the cash amount of any Special Dividend on a per AVJ share basis. The total cash amount to be received by AVJ shareholders will therefore be $0.655 per AVJ share, either by way of cash consideration payable under the scheme or a combination of cash consideration and the special dividend. The effect of implementation of the scheme would be to make AVJ a wholly owned subsidiary of the Bidder and AVJ would then be removed from the official list of the ASX and quotation of its shares on SGX GlobalQuote would be terminated.

3. I made the orders sought by AVJ at the conclusion of the hearing on 8 May 2025. These are my reasons for doing so. I have drawn on the helpful submissions of Mr Lawrance, who appeared for AVJ, in this judgment.

Affidavit evidence

4. AVJ reads an affidavit dated 15 April 2025 of its solicitor, Ms Ruby Ford, which exhibits a company search for AVJ and an ASX release made by AVJ in respect of the proposed scheme. AVJ also reads the affidavit dated 7 May 2025 of Mr Carl Thompson, its General Counsel and Company Secretary, which (inter alia) summarises the proposed transaction and deals with the verification of information contained in the scheme booklet (other than information concerning the Bidder) and despatch of materials in relation to the scheme.

5. AVJ reads the affidavit dated 7 May 2025 of Mr Richard Amos, the Group General Counsel of the AVID Property Group, which deals with the verification of information concerning the Bidder in the scheme booklet, the funding arrangements of the Bidder in respect of the Scheme Consideration and entry into a Deed Poll by the Bidder.

6. AVJ also tendered a letter from the Australian Securities & Investments Commission ("ASIC") which, in common form, reserved its position as to s 411(17)(b) of the Act to the second Court hearing, and indicated that it did not currently propose to appear to make submissions or intervene to oppose the scheme at the second Court hearing.

*Rest of the document can be viewed at: (https://www.caselaw.nsw.gov.au/decision/196eb1a9138bd0322b1ccc53)

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