In the matter of Adbri Limited [2024] NSWSC 546

In the matter of Adbri Limited [2024] NSWSC 546

The Court ordered the convening of the scheme meeting because Adbri was a Part 5.1 body, ASIC had been given appropriate notice and an opportunity to consider the proposed scheme and explanatory statement, the procedural requirements of the Rules were met, the all cash acquisition scheme was fit for consideration by Independent Adbri Shareholders, the scheme booklet contained proper disclosure, and the additional matters concerning equity incentives, break fee, funding, performance risk and communications did not provide any reason to decline to convene the meeting.

Jurisdiction
Australia
Judgment Date
09 May 2024
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) for Orders Convening a Meeting of Members to Consider a Proposed Scheme of Arrangement / First Court Hearing
Outcome
Order convening scheme meeting and associated orders made.
Legal Topics
['schemes of Arrangement' 'arrangements and Reconstructions' 'orders Convening Scheme Meeting' 'scheme Booklet Disclosure' 'break Fee' 'scheme Funding and Performance Risk']
['corporations Law' 'equity'] ['schemes of Arrangement' 'arrangements and Reconstructions' 'orders Convening Scheme Meeting' 'scheme Booklet Disclosure' 'break Fee' 'scheme Funding and Performance Risk']

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 1 Authorities cited 2 Party arguments 1 Amounts and remedies 1
Sign in to unlock

Procedural Posture

Application Under S 411 of the Corporations Act 2001 (cth) for Orders Convening a Meeting of Members to Consider a Proposed Scheme of Arrangement / First Court Hearing

Legal Issues

  1. 1 ['Whether the requirements for orders under s 411 of the Corporations Act 2001 (Cth) convening a meeting of members were satisfied.' 'Whether the proposed scheme was fit for consideration by Independent Adbri Shareholders at a scheme meeting.' 'Whether holders of Adbri Equity Incentives who were also Independent Adbri Shareholders formed a separate class of members.' 'Whether the break fee in the scheme implementation deed was a reason not to convene the scheme meeting.' 'Whether the mechanism for funding and payment of the scheme consideration sufficiently managed performance risk.' 'Whether the proposed despatch and communications arrangements for scheme materials were appropriate.']

Ratio Decidendi

The Court ordered the convening of the scheme meeting because Adbri was a Part 5.1 body, ASIC had been given appropriate notice and an opportunity to consider the proposed scheme and explanatory statement, the procedural requirements of the Rules were met, the all cash acquisition scheme was fit for consideration by Independent Adbri Shareholders, the scheme booklet contained proper disclosure, and the additional matters concerning equity incentives, break fee, funding, performance risk and communications did not provide any reason to decline to convene the meeting.

Court Disposition

Order convening scheme meeting and associated orders made.

Orders

  • ['Orders sought by Adbri were made at the conclusion of the first Court hearing on 3 May 2024.']