Promentum Limited ACN 003 322 512 [2007] FCA 590

Promentum Limited ACN 003 322 512 [2007] FCA 590

The Court approved the Scheme because the shareholders' meeting was convened in accordance with the prior orders, 98.9% of members present in person or by proxy voted in favour, the conditions precedent were shown by certificates to have been satisfied, ASIC confirmed that it was satisfied the Scheme was not proposed to avoid Chapter 6 of the Corporations Act 2001 (Cth) and did not oppose the Scheme, and the Court maintained the conclusions reached when ordering the meeting to be convened.

Jurisdiction
Australia
Judgment Date
19 April 2007
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) for Approval of a Scheme of Arrangement / Approval Hearing After Shareholder Meeting Convened by Earlier Court Order
Outcome
Scheme of arrangement approved and exemption from compliance with s 411(11) granted.
Legal Topics
['scheme of Arrangement' 'shareholder Approval' 'takeovers' 'exemption From S 411(11) of the Corporations Act 2001 (cth)']
['corporations Law'] ['scheme of Arrangement' 'shareholder Approval' 'takeovers' 'exemption From S 411(11) of the Corporations Act 2001 (cth)']

Case Brief

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Procedural Posture

Application Under S 411 of the Corporations Act 2001 (cth) for Approval of a Scheme of Arrangement / Approval Hearing After Shareholder Meeting Convened by Earlier Court Order

Legal Issues

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

Ratio Decidendi

The Court approved the Scheme because the shareholders' meeting was convened in accordance with the prior orders, 98.9% of members present in person or by proxy voted in favour, the conditions precedent were shown by certificates to have been satisfied, ASIC confirmed that it was satisfied the Scheme was not proposed to avoid Chapter 6 of the Corporations Act 2001 (Cth) and did not oppose the Scheme, and the Court maintained the conclusions reached when ordering the meeting to be convened.

Court Disposition

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

Orders

  • ['Pursuant to section 411(4)(b) of the Corporations Act 2001, the scheme of arrangement between the plaintiff and its members in the form annexed hereto and marked "A" be approved.' 'Pursuant to section 411(12) of the Corporations Act 2001, the plaintiff be exempted from compliance with section 411(11) of the...