ABB Grain Ltd, in the matter of ABB Grain Ltd [2010] FCA 1309

ABB Grain Ltd, in the matter of ABB Grain Ltd [2010] FCA 1309

The Court granted orders convening a shareholder meeting and approved the explanatory statement as the scheme satisfied all procedural and disclosure requirements under the Corporations Act 2001 (Cth). Following shareholder approval and satisfaction of statutory requirements, the Court approved the scheme of arrangement as fair and reasonable, with adequate protections for shareholders and absence of objection from ASIC.

Jurisdiction
Australia
Judgment Date
26 November 2010
Procedural Posture
Corporations Scheme of Arrangement / Approval of Convening and Approval Orders Under S 411(1) and S 411(4) of the Corporations Act 2001 (cth)
Outcome
Application granted; orders made to convene meeting, approve explanatory statement, and subsequently approve scheme of arrangement.
Legal Topics
['scheme of Arrangement' 'share Acquisition' 'disclosure Requirements' 'court Approval' 'break Fee' 'no Shop and No Talk Provisions' 'deemed Warranty' 'credit/performance Risk' 'asic Review' 'securities Exemption (us)']
['corporations Law'] ['scheme of Arrangement' 'share Acquisition' 'disclosure Requirements' 'court Approval' 'break Fee' 'no Shop and No Talk Provisions' 'deemed Warranty' 'credit/performance Risk' 'asic Review' 'securities Exemption (us)']

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Procedural Posture

Corporations Scheme of Arrangement / Approval of Convening and Approval Orders Under S 411(1) and S 411(4) of the Corporations Act 2001 (cth)

Legal Issues

  1. 1 ['Whether the requirements for convening and approving a scheme of arrangement under s 411 of the Corporations Act 2001 (Cth) have been met' 'Whether disclosure to shareholders was adequate under the Act and Regulations' 'Whether the scheme is fair and reasonable' 'Whether break fee, warranty, and exclusivity provisions were appropriate' 'Satisfaction of procedural and statutory requirements' 'Appropriateness of exemption under US Securities Act']

Ratio Decidendi

The Court granted orders convening a shareholder meeting and approved the explanatory statement as the scheme satisfied all procedural and disclosure requirements under the Corporations Act 2001 (Cth). Following shareholder approval and satisfaction of statutory requirements, the Court approved the scheme of arrangement as fair and reasonable, with adequate protections for shareholders and absence of objection from ASIC.

Court Disposition

Application granted; orders made to convene meeting, approve explanatory statement, and subsequently approve scheme of arrangement.

Orders

  • ['Meeting of ABB Grain Ltd shareholders to consider the scheme convened under s 411(1) of the Corporations Act 2001 (Cth)' 'Explanatory statement approved to accompany notice of meeting' 'Scheme meeting advertized and notices dispatched' 'Orders for the conduct of proxies and voting at meeting' 'Scheme of...