In the matter of Adbri Limited (No 2) [2024] NSWSC 750

In the matter of Adbri Limited (No 2) [2024] NSWSC 750

The scheme was approved because Adbri complied with the Court's convening orders and statutory requirements, the scheme was approved by the requisite majorities, all conditions precedent had been satisfied or waived, ASIC had no objection, the scheme was recommended by independent directors and supported by the independent expert, there was no opposition at the second Court hearing, and the correspondence concerning Ms Elena Barro did not reveal any non-disclosure of material information to Independent Adbri Shareholders. The Court was also satisfied that an exemption under s 411(12) should be granted because the rights of Adbri shareholders were not modified by the scheme.

Jurisdiction
Australia
Judgment Date
20 June 2024
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) for Orders Approving a Scheme of Arrangement / Second Court Hearing
Outcome
Orders made approving a scheme of arrangement.
Legal Topics
['schemes of Arrangement' 'arrangements and Reconstructions' 'court Approval of Scheme of Arrangement' 'disclosure to Shareholders' 'exemption Under S 411(12) of the Corporations Act 2001 (cth)']
['corporations'] ['schemes of Arrangement' 'arrangements and Reconstructions' 'court Approval of Scheme of Arrangement' 'disclosure to Shareholders' 'exemption Under S 411(12) of the Corporations Act 2001 (cth)']

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Procedural Posture

Application Under S 411 of the Corporations Act 2001 (cth) for Orders Approving a Scheme of Arrangement / Second Court Hearing

Legal Issues

  1. 1 ["Whether Adbri complied with the Court's orders convening the scheme meeting and other statutory requirements for approval of the scheme." 'Whether the scheme was approved by the requisite statutory majorities.' 'Whether the scheme was fair and reasonable so that an intelligent and honest Independent Adbri Shareholder, properly informed and acting alone, might approve it.' 'Whether correspondence from solicitors for Ms Elena Barro indicated non-disclosure of any material matter to Independent Adbri Shareholders.' 'Whether an exemption should be granted under s 411(12) of the Corporations Act 2001 (Cth) from compliance with s 411(11).']

Ratio Decidendi

The scheme was approved because Adbri complied with the Court's convening orders and statutory requirements, the scheme was approved by the requisite majorities, all conditions precedent had been satisfied or waived, ASIC had no objection, the scheme was recommended by independent directors and supported by the independent expert, there was no opposition at the second Court hearing, and the correspondence concerning Ms Elena Barro did not reveal any non-disclosure of material information to Independent Adbri Shareholders. The Court was also satisfied that an exemption under s 411(12) should be granted because the rights of Adbri shareholders were not modified by the scheme.

Court Disposition

Orders made approving a scheme of arrangement.

Orders

  • ['The scheme of arrangement was approved.' "An exemption under s 411(12) of the Corporations Act 2001 (Cth) from compliance with s 411(11) was granted so that a copy of the Court order approving the scheme does not need to be annexed to any copy of Adbri's constitution that may be issued in the future."]