5G Networks Limited, in the matter of 5G Networks Limited [2021] FCA 1189

5G Networks Limited, in the matter of 5G Networks Limited [2021] FCA 1189

The scheme is in conventional form for a reverse takeover and would likely be approved at the second hearing if statutory majorities are achieved; no separate classes are necessary for directors or performance rights holders, provided all are treated equally; tagging of votes for Mr Demase is appropriate given his material shareholding; reimbursement fee provisions do not present a barrier; explanatory statement disclosure is adequate and statutory prerequisites are met.

Jurisdiction
Australia
Judgment Date
01 October 2021
Procedural Posture
Corporations Scheme of Arrangement / First Court Hearing (application to Convene Shareholders' Meeting)
Outcome
Orders made to convene shareholders' meeting for scheme of arrangement, with detailed directions as to notice, voting, chairperson, and adjournment.
Legal Topics
['scheme of Arrangement' 'reverse Takeover' 'shareholder Meeting' 'performance Rights' 'reimbursement Fee' 'class Issues' 'disclosure Requirements']
['corporations'] ['scheme of Arrangement' 'reverse Takeover' 'shareholder Meeting' 'performance Rights' 'reimbursement Fee' 'class Issues' 'disclosure Requirements']

Case Brief

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Procedural Posture

Corporations Scheme of Arrangement / First Court Hearing (application to Convene Shareholders' Meeting)

Legal Issues

  1. 1 ['Whether court should make orders under s 411(1) to convene meeting for scheme of arrangement' 'Treatment of performance rights and reimbursement fee under scheme' 'Need for separate shareholder classes' 'Tagging of director votes' 'Treatment of ineligible foreign shareholders' 'Disclosure requirements for explanatory statement']

Ratio Decidendi

The scheme is in conventional form for a reverse takeover and would likely be approved at the second hearing if statutory majorities are achieved; no separate classes are necessary for directors or performance rights holders, provided all are treated equally; tagging of votes for Mr Demase is appropriate given his material shareholding; reimbursement fee provisions do not present a barrier; explanatory statement disclosure is adequate and statutory prerequisites are met.

Court Disposition

Orders made to convene shareholders' meeting for scheme of arrangement, with detailed directions as to notice, voting, chairperson, and adjournment.

Orders

  • ['5G Networks Limited to convene and hold a meeting of its shareholders for purpose of considering scheme of arrangement proposed to be made between company and shareholders, on 8 November 2021, conducted electronically.' 'Documents and proxy forms to be sent to shareholders by specified means depending on...