Prime Infrastructure Holdings Ltd [2010] NSWSC 1337

Prime Infrastructure Holdings Ltd [2010] NSWSC 1337

The Court refused to approve the scheme until the definition of 'Excluded Securityholder' was amended to precisely and unambiguously identify those members who would not be bound, finding such amendment within the power conferred by s 411(6) of the Corporations Act. Upon amendment providing the necessary clarity, court approval was granted to the scheme.

Jurisdiction
Australia
Judgment Date
18 November 2010
Procedural Posture
Corporations Schemes of Arrangement / Application for Court Approval of Scheme of Arrangement
Outcome
Order approving Part 5.1 scheme subject to amendment
Legal Topics
['schemes of Arrangement' 'member Exclusions in Schemes' 'court Approval Under S 411 of Corporations Act' 'scheme Amendments Under S 411(6)']
['corporations Law'] ['schemes of Arrangement' 'member Exclusions in Schemes' 'court Approval Under S 411 of Corporations Act' 'scheme Amendments Under S 411(6)']

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Procedural Posture

Corporations Schemes of Arrangement / Application for Court Approval of Scheme of Arrangement

Legal Issues

  1. 1 ['Whether the scheme of arrangement excludes certain members with sufficient clarity to be granted approval under s 411(4)(b) of the Corporations Act 2001 (Cth)' "Whether the power under s 411(6) permits the amendment sought to clarify the definition of 'Excluded Securityholder'"]

Ratio Decidendi

The Court refused to approve the scheme until the definition of 'Excluded Securityholder' was amended to precisely and unambiguously identify those members who would not be bound, finding such amendment within the power conferred by s 411(6) of the Corporations Act. Upon amendment providing the necessary clarity, court approval was granted to the scheme.

Court Disposition

Order approving Part 5.1 scheme subject to amendment

Orders

  • ["Scheme of arrangement under Part 5.1 Corporations Act 2001 (Cth) approved, following amendment to clarify definition of 'Excluded Securityholder'"]