Australia and New Zealand Banking Group Limited, in the matter of Australia and New Zealand Banking Group Limited (No 2) [2022] FCA 1547

Australia and New Zealand Banking Group Limited, in the matter of Australia and New Zealand Banking Group Limited (No 2) [2022] FCA 1547

The Court approved the Scheme because the convening orders and procedural requirements had been complied with, the Scheme Resolution was passed by the statutory majorities, ASIC had provided a no objection statement, all relevant conditions precedent had been satisfied, there had been full and fair disclosure to members, the Scheme was fair and reasonable in light of matters including overwhelming shareholder support, director recommendation and the independent expert's opinion, and no matter was shown to impede the exercise of discretion.

Jurisdiction
Australia
Judgment Date
19 December 2022
Procedural Posture
Application for Approval of a Scheme of Arrangement Under S 411(4)(b) of the Corporations Act 2001 (cth) / Second Court Hearing / Approval Hearing After Scheme Meeting
Outcome
Scheme approved; exemption from s 411(11) granted; orders entered forthwith.
Legal Topics
['scheme of Arrangement' 'internal Restructure' 'non Operating Holding Company' 'shareholder Approval' 'asic No Objection Statement' 'exemption From S 411(11)' 'us Securities Law Exemption']
['corporations Law'] ['scheme of Arrangement' 'internal Restructure' 'non Operating Holding Company' 'shareholder Approval' 'asic No Objection Statement' 'exemption From S 411(11)' 'us Securities Law Exemption']

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Procedural Posture

Application for Approval of a Scheme of Arrangement Under S 411(4)(b) of the Corporations Act 2001 (cth) / Second Court Hearing / Approval Hearing After Scheme Meeting

Legal Issues

  1. 1 ['Whether the Scheme should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether the statutory majorities and procedural requirements for approval of the Scheme had been satisfied.' 'Whether there had been full and fair disclosure to members of all material information.' 'Whether the Scheme was fair and reasonable so that an intelligent and honest shareholder, properly informed and acting alone, might approve it.' 'Whether ANZBGL should be exempted under s 411(12) from compliance with s 411(11) of the Corporations Act 2001 (Cth).']

Ratio Decidendi

The Court approved the Scheme because the convening orders and procedural requirements had been complied with, the Scheme Resolution was passed by the statutory majorities, ASIC had provided a no objection statement, all relevant conditions precedent had been satisfied, there had been full and fair disclosure to members, the Scheme was fair and reasonable in light of matters including overwhelming shareholder support, director recommendation and the independent expert's opinion, and no matter was shown to impede the exercise of discretion.

Court Disposition

Scheme approved; exemption from s 411(11) granted; orders entered forthwith.

Orders

  • ['Pursuant to s 411(4)(b) of the Act, the Scheme be and is hereby approved.' 'Pursuant to s 411(12) of the Act, ANZBGL be exempted from compliance with s 411(11) of the Act in respect of the Scheme.' 'Pursuant to r 39.34 of the Federal Court Rules 2011 (Cth), these Orders be entered forthwith.']