Absolute Equity Performance Fund Ltd, in the matter of Absolute Equity Performance Fund Ltd (No 2) [2022] FCA 1135

Absolute Equity Performance Fund Ltd, in the matter of Absolute Equity Performance Fund Ltd (No 2) [2022] FCA 1135

The scheme of arrangement met all statutory requirements, was conducted with proper notice, disclosure, and procedural regularity, was fair and reasonable, had strong supporting votes, and raised no issues of oppression, improper purpose, or public policy. Hence, court approval and the exemption from compliance with s 411(11) were appropriate.

Parties
Plaintiff: Absolute Equity Performance Fund Limited; Acquirer: WAM Leaders Limited
Jurisdiction
Australia
Judgment Date
21 September 2022
Procedural Posture
Corporations – Scheme of Arrangement / Approval at Second Court Hearing Under S 411(4)(b) of the Corporations Act 2001 (cth)
Outcome
Scheme of arrangement approved and exemption from s 411(11) granted.
Legal Topics
Scheme of Arrangement, Share Acquisition, Court Approval, Statutory Compliance
Corporations Law Scheme of Arrangement Share Acquisition Court Approval Statutory Compliance

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Parties

Absolute Equity Performance Fund Limited

Plaintiff

WAM Leaders Limited

Acquirer

Procedural Posture

Corporations – Scheme of Arrangement / Approval at Second Court Hearing Under S 411(4)(b) of the Corporations Act 2001 (cth)

Legal Issues

  1. 1 Whether the scheme of arrangement should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth)
  2. 2 Whether procedural and substantive requirements for approval are satisfied
  3. 3 Whether the plaintiff should be exempted from compliance with s 411(11) under s 411(12)

Ratio Decidendi

The scheme of arrangement met all statutory requirements, was conducted with proper notice, disclosure, and procedural regularity, was fair and reasonable, had strong supporting votes, and raised no issues of oppression, improper purpose, or public policy. Hence, court approval and the exemption from compliance with s 411(11) were appropriate.

Court Disposition

Scheme of arrangement approved and exemption from s 411(11) granted.

Orders

  • Scheme of arrangement between Absolute Equity Performance Fund Limited and its members, agreed to at the meeting held on 15 September 2022 and set out in Exhibit 2, is approved pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth).
  • Plaintiff to lodge with the Australian Securities and Investment Commission a copy of the approved scheme when lodging a copy of these Orders.