Walter Baden advises DGTek on acquisition of Internet business

Walter Baden is pleased to have advised Australian telecommunications infrastructure carrier DGTek on its agreement to acquire the consumer residential Internet business of Spirit Technology Solutions Limited (ASX:STI) for $5.1M.

The Walter Baden team on the project included Steven Humphries, Kien Ng and Georgie French. This is our second project for DGTek in 2021, having earlier acted on the acquisition of FG Telecom’s high-speed Internet and enterprise solutions business .

Walter Baden advises on part sale of Coolabah Capital Investments

Walter Baden is pleased to have advised the principals of Coolabah Capital Investments (CCI) on their sell down of a 10% stake in CCI to Pinnacle Investment Management Group Ltd (ASX:PNI). The sell down takes Pinnacle’s total equity ownership of CCI to 35%.

 

Walter Baden advises on sale of MB Prestige

Walter Baden congratulates the owners of MB Prestige Holdings Pty Ltd (MB), an independent prestige motor vehicle underwriting agency, on the sale of their interest in that company to ATC Insurance Solutions Pty Ltd. In addition to providing an opportunity for UK private equity investor B.P. Marsh  & Partners Plc to consolidate its interests in both entities and for some of MB’s longstanding management shareholders to exit, the transaction creates one of Australia’s largest independent underwriting agencies. MB’s Managing Director, Daniel McNamara, continues in his role post-merger.

ATC agreed to acquire MB for $17 million, with consideration being paid in a combination of cash and equity.

The Walter Baden team, led by Steven Humphries, advised MB owners on all aspects of the sale.

Walter Baden advises UK group Paced Ltd (now Think Better Group Ltd) on three Australian acquisitions – Ecoriginals, Project Blank and Stockshare

Walter Baden is pleased to have advised Paced Ltd (now Think Better Group Ltd), a UK company operating globally in the consumer brands sector with a focus on delivering environmental sustainability. Walter Baden led legal due diligence and deal execution on behalf of Think Better Group to acquire all of the shares in three Australian companies:

• Ecoriginals, an eco-friendly nappy business
• Project Blank, a sustainable wetsuit and outdoor lifestyle goods business, and
• Stockshare, a digital inventory platform business.

Is a trustee company an ultimate holding company for the purposes of the Corporations Act?

A company is an ultimate holding company if it has a subsidiary but is itself not a subsidiary i.e. it is the top company in a group of companies.

The Corporations Act provides that a company, let’s call this company “S”, will be a subsidiary of another company, let’s call this one “H”, if H:

• controls the composition of the board of S
• is able to cast, or control the casting of, the majority of votes able to be cast at a general meeting of S, or
• holds more than one half of the issued share capital of S.

S would also be considered a subsidiary of H if S was a subsidiary of another company that was a subsidiary of H.

On its face, where a trustee company holds 100% of the shares in another company, and the trustee company itself is not a subsidiary of another company, a trustee company meets this test and is an ultimate holding company.

However, section 48 of the Corporations Act says that this is not the case. Section 48(2) provides that any shares held, or power exercisable, by a company in a fiduciary capacity (e.g. as a trustee or nominee) are not treated as being held or exercisable by it for the purposes of determining if a company is a subsidiary of it.

This question often arises in the context of determining whether a newly incorporated company with a sole shareholder that is a trustee company has an ultimate holding company. The answer is it does not.

Section 48 also has the effect that a trustee company is not a a holding company for the purpose of financial assistance approvals, saving a number of resolutions and ASIC notifications that might otherwise be required if it were.

WB

This post is current at the date of publication. It is general in nature, does not constitute legal advice and should not be relied upon as legal advice. You should always obtain legal advice based on your specific circumstances before taking any action relating to matters covered by this post.

Walter Baden advises Cornerstone Performance Management on the merger with Quay Consulting

Walter Baden has advised Cornerstone Performance Management Pty Ltd on its merger with Quay Consulting. Quay Consulting continues to operate under its own brand, and joins CPM alongside PMsquare, which merged with CPM in 2016. The Walter Baden team advising on the project included Steven Humphries and Kien Ng.