Wattyl Limited, in the matter of Wattyl Limited ABN 46 008 412 173 [2010] FCA 854

Wattyl Limited, in the matter of Wattyl Limited ABN 46 008 412 173 [2010] FCA 854

The Court ordered the convening of the Scheme Meeting because the scheme was bona fide and properly proposed, ASIC had adequate notice and did not propose to appear or oppose at the first court hearing, the Scheme Booklet and annexed documents would provide proper disclosure, the challenged implementation deed provisions and warranty did not present an obstacle, and fully paid and partly paid shareholders had the requisite community of interest so that the partly paid shareholders did not form a separate class.

Jurisdiction
Australia
Judgment Date
10 August 2010
Procedural Posture
Application Under S 411(1) of the Corporations Act 2001 (cth) for Orders Convening a Shareholders' Meeting to Consider a Scheme of Arrangement / First Court Hearing
Outcome
Orders made for Wattyl to convene a Scheme Meeting and for related directions.
Legal Topics
['scheme of Arrangement' 'shareholder Meeting' 'class Composition' 'independent Expert Report' 'break Fee' 'exclusivity Provisions' 'disclosure to Shareholders']
['corporations Law'] ['scheme of Arrangement' 'shareholder Meeting' 'class Composition' 'independent Expert Report' 'break Fee' 'exclusivity Provisions' 'disclosure to Shareholders']

Case Brief

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Procedural Posture

Application Under S 411(1) of the Corporations Act 2001 (cth) for Orders Convening a Shareholders' Meeting to Consider a Scheme of Arrangement / First Court Hearing

Legal Issues

  1. 1 ['Whether the Court should order Wattyl to convene a meeting of shareholders to consider the proposed scheme of arrangement.' 'Whether holders of partly paid shares formed a separate class from holders of fully paid shares for scheme approval purposes.' 'Whether the break fee, exclusivity provisions and shareholder warranty presented any obstacle to approval of convening the scheme meeting.' 'Whether the Scheme Booklet and annexed documents provided proper disclosure to shareholders.']

Ratio Decidendi

The Court ordered the convening of the Scheme Meeting because the scheme was bona fide and properly proposed, ASIC had adequate notice and did not propose to appear or oppose at the first court hearing, the Scheme Booklet and annexed documents would provide proper disclosure, the challenged implementation deed provisions and warranty did not present an obstacle, and fully paid and partly paid shareholders had the requisite community of interest so that the partly paid shareholders did not form a separate class.

Court Disposition

Orders made for Wattyl to convene a Scheme Meeting and for related directions.

Orders

  • ['Pursuant to subsection 411(1) of the Corporations Act 2001 (Cth), Wattyl convene a meeting of Wattyl shareholders for the purpose of considering, and if thought fit, agreeing to the scheme of arrangement.' 'The Scheme Meeting be held on Wednesday, 8 September 2010 at Sydney Harbour Marriott Hotel, 30 Pitt Street,...