1300 Smiles Limited, in the matter of 1300 Smiles Limited [2021] FCA 1287

1300 Smiles Limited, in the matter of 1300 Smiles Limited [2021] FCA 1287

It is appropriate to make orders convening scheme meetings as all procedural, disclosure, and fairness requirements are satisfied, there are no obvious flaws, the scheme is bona fide and properly proposed, and ASIC has had sufficient opportunity to consider the scheme. The break fee marginally exceeds guidance but is de minimis; concerns regarding the special dividend are addressed by procedural timing and disclosure.

Jurisdiction
Australia
Judgment Date
12 October 2021
Procedural Posture
Corporations Scheme of Arrangement / First Court Hearing for Orders to Convene Scheme Meetings
Outcome
Application granted; orders made for convening and conduct of scheme meetings.
Legal Topics
['scheme of Arrangement' "members' Meeting" 'special Dividend' 'break Fee' 'explanatory Statement' 'approval Process']
['corporations Law'] ['scheme of Arrangement' "members' Meeting" 'special Dividend' 'break Fee' 'explanatory Statement' 'approval Process']

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 1 Authorities cited 2 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Procedural Posture

Corporations Scheme of Arrangement / First Court Hearing for Orders to Convene Scheme Meetings

Legal Issues

  1. 1 ['Whether orders should be made under ss 411 and 1319 of the Corporations Act 2001 (Cth) to convene meetings of members to consider approving the scheme of arrangement' 'Whether the scheme meets legal requirements including proper disclosure, bona fide purpose, and procedural compliance' 'Consideration of special dividend and its timing' 'Assessment of break fee exceeding Takeover Panel guidance']

Ratio Decidendi

It is appropriate to make orders convening scheme meetings as all procedural, disclosure, and fairness requirements are satisfied, there are no obvious flaws, the scheme is bona fide and properly proposed, and ASIC has had sufficient opportunity to consider the scheme. The break fee marginally exceeds guidance but is de minimis; concerns regarding the special dividend are addressed by procedural timing and disclosure.

Court Disposition

Application granted; orders made for convening and conduct of scheme meetings.

Orders

  • ['Plaintiff to convene General Scheme Meeting for ordinary shareholders (other than Founder Entities) and Founder Scheme Meeting for Founder Shareholders to consider approving the scheme of arrangement.' 'General Scheme Meeting and Founder Scheme Meeting to be held by video-conferencing on Friday, 12 November 2021.'...