Think Childcare Limited, in the matter of Think Childcare Limited (No 2) [2021] FCA 1228

Think Childcare Limited, in the matter of Think Childcare Limited (No 2) [2021] FCA 1228

The Schemes were approved because the Court was satisfied that the convening orders and procedural requirements were complied with, the resolutions passed by the requisite statutory majorities, all conditions precedent other than court approval and lodgement with ASIC were satisfied or waived, the Schemes were fair and reasonable and supported by overwhelming shareholder approval, independent director recommendation and independent expert opinion, there was full and fair disclosure including disclosure of the MGE Acquisition, ASIC had given no-objection letters under s 411(17)(b), and Think Group had brought all relevant matters to the Court's attention. The s 411(12) exemption was...

Jurisdiction
Australia
Judgment Date
06 October 2021
Procedural Posture
Corporations Scheme of Arrangement / Second Court Hearing for Approval of Schemes of Arrangement Under Ss 411(4)(b) and 411(6) of the Corporations Act 2001 (cth), and Exemption Under S 411(12)
Outcome
Schemes approved and exemption from compliance with s 411(11) granted.
Legal Topics
['scheme of Arrangement' 'court Approval of Scheme' 'shareholder Meetings' 'statutory Majorities' 'explanatory Statement Disclosure' 'asic No Objection Statement' 'exemption From Compliance With S 411(11)']
['corporations Law'] ['scheme of Arrangement' 'court Approval of Scheme' 'shareholder Meetings' 'statutory Majorities' 'explanatory Statement Disclosure' 'asic No Objection Statement' 'exemption From Compliance With S 411(11)']

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Procedural Posture

Corporations Scheme of Arrangement / Second Court Hearing for Approval of Schemes of Arrangement Under Ss 411(4)(b) and 411(6) of the Corporations Act 2001 (cth), and Exemption Under S 411(12)

Legal Issues

  1. 1 ['Whether the TNK Scheme and the TND Scheme should be approved under ss 411(4)(b) and 411(6) of the Corporations Act 2001 (Cth).' 'Whether the orders convening the Scheme Meetings and other procedural requirements were complied with.' 'Whether the statutory majorities approved the Schemes at the Scheme Meetings.' 'Whether all conditions precedent to the Schemes, other than court approval and lodgement with ASIC, were satisfied or waived.' 'Whether the Schemes were fair and reasonable so that an intelligent and honest shareholder, properly informed and acting alone, might approve them.' 'Whether there was full and fair disclosure to shareholders of information material to the decision whether to vote for or against the Schemes.' 'Whether s 411(17) was satisfied by an ASIC no-objection statement or by absence of a proscribed purpose.' 'Whether the Plaintiffs should be exempted under s 411(12) from compliance with s 411(11).']

Ratio Decidendi

The Schemes were approved because the Court was satisfied that the convening orders and procedural requirements were complied with, the resolutions passed by the requisite statutory majorities, all conditions precedent other than court approval and lodgement with ASIC were satisfied or waived, the Schemes were fair and reasonable and supported by overwhelming shareholder approval, independent director recommendation and independent expert opinion, there was full and fair disclosure including disclosure of the MGE Acquisition, ASIC had given no-objection letters under s 411(17)(b), and Think Group had brought all relevant matters to the Court's attention. The s 411(12) exemption was...

Court Disposition

Schemes approved and exemption from compliance with s 411(11) granted.

Orders

  • ['Pursuant to sections 411(4)(b) and 411(6) of the Corporations Act 2001 (Cth), the TNK Scheme of Arrangement between the First Plaintiff and the Scheme Shareholders, the terms of which are set out in Annexure A to the Orders, is approved.' 'Pursuant to sections 411(4)(b) and 411(6) of the Corporations Act 2001...