ADG Industries Pty Ltd (ACN 112 167 638) No 2 v ARA Group Pty Ltd (ACN 074 886 561) [2007] FCA 1952

ADG Industries Pty Ltd (ACN 112 167 638) No 2 v ARA Group Pty Ltd (ACN 074 886 561) [2007] FCA 1952

The schemes were approved because the member meetings had been convened substantially in accordance with the Court's prior directions, all shareholders of the plaintiffs passed resolutions in favour of the schemes, the evidence showed no likely prejudice to creditors of any company involved, ASIC had no objection, and the amendment changing the effective time from 12 noon to 5 pm on 30 November 2007 facilitated implementation without changing the substance of the schemes.

Jurisdiction
Australia
Judgment Date
30 November 2007
Procedural Posture
Application for Approval of Schemes of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Second Court Hearing After Member Meetings Convened by Order on 5 November 2007
Outcome
Schemes of arrangement approved as amended.
Legal Topics
['schemes of Arrangement' 'corporate Group Reorganisation' 'transfer of Assets and Liabilities' 'deregistration Without Winding Up' 'asic Notification']
['corporations Law'] ['schemes of Arrangement' 'corporate Group Reorganisation' 'transfer of Assets and Liabilities' 'deregistration Without Winding Up' 'asic Notification']

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Procedural Posture

Application for Approval of Schemes of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Second Court Hearing After Member Meetings Convened by Order on 5 November 2007

Legal Issues

  1. 1 ['Whether the schemes of arrangement affecting the nine plaintiffs should be approved pursuant to s 411 of the Corporations Act 2001 (Cth).' 'Whether the Court should alter clause 19.1 of the schemes so that the schemes become effective at 5 pm AEDT on 30 November 2007 rather than 12 noon.' 'Whether creditors of the transferring companies and transferee companies were likely to be prejudiced by the schemes.']

Ratio Decidendi

The schemes were approved because the member meetings had been convened substantially in accordance with the Court's prior directions, all shareholders of the plaintiffs passed resolutions in favour of the schemes, the evidence showed no likely prejudice to creditors of any company involved, ASIC had no objection, and the amendment changing the effective time from 12 noon to 5 pm on 30 November 2007 facilitated implementation without changing the substance of the schemes.

Court Disposition

Schemes of arrangement approved as amended.

Orders

  • ['Pursuant to section 411(4)(b) and section 411(6) of the Corporations Act 2001, the schemes of arrangement in relation to each Plaintiff were approved, subject to substituting in clause 19.1 "5:00pm" for "12:00pm".' 'Pursuant to section 411(12) of the Act, each Plaintiff was exempted from the requirements of...