Afterpay Holdings Limited, in the matter of Afterpay Holdings Limited (No 2) [2017] FCA 737

Afterpay Holdings Limited, in the matter of Afterpay Holdings Limited (No 2) [2017] FCA 737

The court approved the scheme of arrangement under s 411(4)(b) Corporations Act, subject to the alteration of the Excluded Shareholder definition, being satisfied that all procedural requirements were met, that the scheme was fair and reasonable, and that there was no impediment to approval.

Parties
Plaintiff: Afterpay Holdings Limited
Jurisdiction
Australia
Judgment Date
28 June 2017
Procedural Posture
Corporations Scheme Approval / Second Court Hearing – Application for Approval of Scheme of Arrangement
Outcome
Scheme of arrangement approved, subject to alteration of the definition of Excluded Shareholder; exemption from compliance with s 411(11) granted.
Legal Topics
Scheme of Arrangement, Court Approval of Scheme, Notice Requirements, Excluded Shareholder Definition, ASIC Objection Exemption
Corporations Law Scheme of Arrangement Court Approval of Scheme Notice Requirements Excluded Shareholder Definition ASIC Objection Exemption

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Parties

Afterpay Holdings Limited

Plaintiff

Procedural Posture

Corporations Scheme Approval / Second Court Hearing – Application for Approval of Scheme of Arrangement

Legal Issues

  1. 1 Whether all procedural requirements for approval of scheme of arrangement under s 411(4)(b) Corporations Act have been satisfied.
  2. 2 Whether the scheme is fair and reasonable for members.
  3. 3 Whether notice requirements for the scheme meeting were met for all members, including new members.

Ratio Decidendi

The court approved the scheme of arrangement under s 411(4)(b) Corporations Act, subject to the alteration of the Excluded Shareholder definition, being satisfied that all procedural requirements were met, that the scheme was fair and reasonable, and that there was no impediment to approval.

Court Disposition

Scheme of arrangement approved, subject to alteration of the definition of Excluded Shareholder; exemption from compliance with s 411(11) granted.

Orders

  • Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth), the scheme of arrangement made between the plaintiff and the holders of ordinary shares (other than Excluded Shareholders) in the form of Annexure C of Exhibit 1 is approved, subject to the Scheme being altered so that the definition of Excluded Shareholder...
  • The plaintiff is to lodge with ASIC a copy of the approved scheme at the time of lodging a copy of these orders.