Advanced Share Registry Limited, in the matter of Advanced Share Registry Limited [2023] FCA 1338

Advanced Share Registry Limited, in the matter of Advanced Share Registry Limited [2023] FCA 1338

The Court was satisfied that the statutory requirements to convene the scheme meeting and dispatch the scheme booklet had been met, that the Scheme was properly and bona fide proposed with adequate disclosure, and that orders should be made to convene the meeting and dispatch the explanatory material, with certain procedural dispensations granted.

Parties
Plaintiff: Advanced Share Registry Limited; Interested Party: Automic Enterprise Pty Ltd
Jurisdiction
Australia
Judgment Date
01 November 2023
Procedural Posture
Corporations Scheme of Arrangement / First Court Hearing (order to Convene Meeting)
Outcome
Orders made for meeting to be convened and Scheme Booklet dispatched
Legal Topics
Scheme of Arrangement, Arrangement Approval, Meeting Convening, Explanatory Statement, Break Fees, Exclusivity Provisions
Corporate Law Insolvency Scheme of Arrangement Arrangement Approval Meeting Convening Explanatory Statement Break Fees Exclusivity Provisions

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 3 Authorities cited 18 Party arguments 2 Amounts and remedies 6
Sign in to unlock

Parties

Advanced Share Registry Limited

Plaintiff

Automic Enterprise Pty Ltd

Interested Party

Procedural Posture

Corporations Scheme of Arrangement / First Court Hearing (order to Convene Meeting)

Legal Issues

  1. 1 Whether to order convening of meeting under s 411 of the Corporations Act 2001 (Cth) for consideration of a proposed scheme of arrangement
  2. 2 Whether the scheme booklet contains adequate disclosure and is in the prescribed form
  3. 3 Whether the scheme consideration and related arrangements are bona fide and properly proposed

Ratio Decidendi

The Court was satisfied that the statutory requirements to convene the scheme meeting and dispatch the scheme booklet had been met, that the Scheme was properly and bona fide proposed with adequate disclosure, and that orders should be made to convene the meeting and dispatch the explanatory material, with certain procedural dispensations granted.

Court Disposition

Orders made for meeting to be convened and Scheme Booklet dispatched

Orders

  • Plaintiff to convene and hold a meeting of its ordinary shareholders to consider the proposed scheme of arrangement (5 December 2023, at 10.00 am AWST)
  • Scheme Booklet and proxy forms approved for distribution