Coates Hire Limited (ACN 073 603 586), in the matter of Coates Hire Limited (ACN 073 603 5856) [2007] FCA 1951

Coates Hire Limited (ACN 073 603 586), in the matter of Coates Hire Limited (ACN 073 603 5856) [2007] FCA 1951

The Court made orders convening the shareholders' meeting because the explanatory memorandum appeared to make appropriate disclosure, ASIC did not propose to appear or oppose on the basis of the draft material provided, the exclusivity provisions and break fee did not impose unreasonable or unfair restraints, the proposed dividend would not prejudice creditors, and the scheme appeared to be one that shareholders could reasonably agree to and that would likely be approved if the requisite majority agreed and the approval application was unopposed.

Jurisdiction
Australia
Judgment Date
09 November 2007
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) for Orders Convening a Shareholders' Meeting to Consider a Scheme of Arrangement / First Court Hearing; Orders Made to Convene Scheme Meeting
Outcome
Application granted; orders made convening the Coates Scheme Meeting and approving related procedural steps.
Legal Topics
['scheme of Arrangement' 'shareholder Meeting' 'explanatory Statement' 'scheme Implementation Agreement' 'exclusivity Provisions' 'break Fee' 'special Dividend' 'financial Assistance']
['corporations Law'] ['scheme of Arrangement' 'shareholder Meeting' 'explanatory Statement' 'scheme Implementation Agreement' 'exclusivity Provisions' 'break Fee' 'special Dividend' 'financial Assistance']

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Procedural Posture

Application Under S 411 of the Corporations Act 2001 (cth) for Orders Convening a Shareholders' Meeting to Consider a Scheme of Arrangement / First Court Hearing; Orders Made to Convene Scheme Meeting

Legal Issues

  1. 1 ['Whether the Court should order the convening of a meeting of Coates Hire Limited shareholders under s 411 of the Corporations Act 2001 (Cth) to consider the proposed scheme of arrangement.' 'Whether the proposed explanatory memorandum made appropriate disclosure of matters relevant to shareholders deciding whether to agree to the scheme.' 'Whether the exclusivity provisions and break fee in the Scheme Implementation Agreement imposed an unreasonable or unfair restraint.' 'Whether the proposed special dividend would prejudice creditors if it constituted financial assistance in connection with the acquisition of shares.' 'Whether the scheme was one that shareholders could reasonably agree to and that the Court would be likely to approve if the requisite majority approved it and the approval application was unopposed.']

Ratio Decidendi

The Court made orders convening the shareholders' meeting because the explanatory memorandum appeared to make appropriate disclosure, ASIC did not propose to appear or oppose on the basis of the draft material provided, the exclusivity provisions and break fee did not impose unreasonable or unfair restraints, the proposed dividend would not prejudice creditors, and the scheme appeared to be one that shareholders could reasonably agree to and that would likely be approved if the requisite majority agreed and the approval application was unopposed.

Court Disposition

Application granted; orders made convening the Coates Scheme Meeting and approving related procedural steps.

Orders

  • ['Pursuant to section 411(1) of the Corporations Act 2001 (Cth), a meeting of all shareholders of the Plaintiff be convened to consider and, if thought fit, agree to the Coates Scheme.' 'The Coates Scheme Meeting be held on Monday, 17 December 2007 at Portside Centre, Level 5, Symantec House, 207 Kent Street, Sydney...