86 400 Holdings Ltd, in the matter of 86 400 Holdings Ltd (No 2) [2021] FCA 524

86 400 Holdings Ltd, in the matter of 86 400 Holdings Ltd (No 2) [2021] FCA 524

The Court approved the scheme of arrangement between 86 400 Holdings Ltd and its shareholders (other than NAB), finding all statutory and procedural requirements were satisfied, including proper disclosure, compliance with proxy procedures, and overwhelming shareholder support. Any procedural irregularity in proxy cut-off times did not result in substantial injustice and was automatically validated under s 1322. ASIC had no objection, and all conditions precedent were satisfied or waived. The Court exercised discretion to approve the scheme and granted exemption from compliance with s 411(11).

Jurisdiction
Australia
Judgment Date
11 May 2021
Procedural Posture
Scheme of Arrangement / Second Court Hearing – Approval of Scheme
Outcome
Scheme approved; exemption granted from compliance with s 411(11) of the Corporations Act
Legal Topics
['scheme of Arrangement' 'approval of Scheme' 'corporate Acquisition' 'procedural Irregularity' 'disclosure Requirements']
['corporations Law'] ['scheme of Arrangement' 'approval of Scheme' 'corporate Acquisition' 'procedural Irregularity' 'disclosure Requirements']

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Procedural Posture

Scheme of Arrangement / Second Court Hearing – Approval of Scheme

Legal Issues

  1. 1 ["Whether the members' scheme of arrangement between 86 400 Holdings Ltd and its shareholders (other than NAB) should be approved" 'Whether procedural irregularities regarding proxy cut-off times affect validity' 'Whether statutory and procedural requirements under Corporations Act and Federal Court Rules were satisfied' 'Whether exemption from s 411(11) should be granted']

Ratio Decidendi

The Court approved the scheme of arrangement between 86 400 Holdings Ltd and its shareholders (other than NAB), finding all statutory and procedural requirements were satisfied, including proper disclosure, compliance with proxy procedures, and overwhelming shareholder support. Any procedural irregularity in proxy cut-off times did not result in substantial injustice and was automatically validated under s 1322. ASIC had no objection, and all conditions precedent were satisfied or waived. The Court exercised discretion to approve the scheme and granted exemption from compliance with s 411(11).

Court Disposition

Scheme approved; exemption granted from compliance with s 411(11) of the Corporations Act

Orders

  • ['Pursuant to s411(4)(b) Corporations Act 2001, the Scheme of Arrangement between the plaintiff and its members (other than NAB) as agreed at the meeting on 6 May 2021 is approved' 'Pursuant to s411(12) Corporations Act 2001, the plaintiff be exempted from compliance with s411(11) in relation to the Scheme'...