DCA Group Limited ABN 67 002 808 746 No 2, In the matter of DCA Group Limited ABN 67 002 808 746 [2006] FCA 1765

DCA Group Limited ABN 67 002 808 746 No 2, In the matter of DCA Group Limited ABN 67 002 808 746 [2006] FCA 1765

The scheme was approved because the Court was satisfied that the Court-approved scheme booklet was sent to members, the scheme meeting was convened and held, the scheme resolution was passed by 91.69 per cent of shareholders present and voting and by 98.05 per cent of votes cast, the application was advertised, no opposition appeared, ASIC had no objection, payment arrangements for the special dividend and scheme consideration were in place, and all conditions precedent other than Court approval had been satisfied or waived. Compliance with s 411(11) was exempted because annexing the order to every later-issued copy of the Company's constitution was inappropriate for a scheme of this nature.

Jurisdiction
Australia
Judgment Date
11 December 2006
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) for Approval of a Scheme of Arrangement / Second Court Hearing After Scheme Meeting
Outcome
Scheme of arrangement approved and exemption from s 411(11) granted.
Legal Topics
['scheme of Arrangement' 'shareholder Approval' 'court Approval Under S 411(4)(b)' 'asic No Objection' 'exemption From S 411(11)']
['corporations Law'] ['scheme of Arrangement' 'shareholder Approval' 'court Approval Under S 411(4)(b)' 'asic No Objection' 'exemption From S 411(11)']

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Procedural Posture

Application Under S 411 of the Corporations Act 2001 (cth) for Approval of a Scheme of Arrangement / Second Court Hearing After Scheme Meeting

Legal Issues

  1. 1 ['Whether the scheme of arrangement between DCA Group Limited and its members should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether DCA Group Limited should be exempted under s 411(12) from compliance with s 411(11) in relation to the scheme.']

Ratio Decidendi

The scheme was approved because the Court was satisfied that the Court-approved scheme booklet was sent to members, the scheme meeting was convened and held, the scheme resolution was passed by 91.69 per cent of shareholders present and voting and by 98.05 per cent of votes cast, the application was advertised, no opposition appeared, ASIC had no objection, payment arrangements for the special dividend and scheme consideration were in place, and all conditions precedent other than Court approval had been satisfied or waived. Compliance with s 411(11) was exempted because annexing the order to every later-issued copy of the Company's constitution was inappropriate for a scheme of this nature.

Court Disposition

Scheme of arrangement approved and exemption from s 411(11) granted.

Orders

  • ['Pursuant to paragraph 411(4)(b) and section 411(6) of the Corporations Act 2001 (Cth) (Act), the scheme of arrangement between the Plaintiff and its members (a copy of which is annexed to these orders and marked "A") (\'Scheme\'), is approved.' 'Pursuant to subsection 411(12) of the Act, the Plaintiff be exempted...