Afterpay Holdings Limited, in the matter of Afterpay Holdings Limited [2017] FCA 570

Afterpay Holdings Limited, in the matter of Afterpay Holdings Limited [2017] FCA 570

The statutory and procedural requirements for convening a meeting under s 411(1) of the Corporations Act 2001 (Cth) have been satisfied, and the explanatory statement sufficiently discloses the effect of the scheme to shareholders. Accordingly, orders were made for the convening of the scheme meeting.

Parties
Plaintiff: Afterpay Holdings Limited
Jurisdiction
Australia
Judgment Date
12 May 2017
Procedural Posture
Corporations – Scheme of Arrangement / First Court Hearing on Application for Order to Convene Meeting of Members
Outcome
Orders made for convening of scheme meeting; proceeding stood over for second hearing
Legal Topics
Scheme of Arrangement, Merger Implementation, Court Approval Procedure
Corporations Commercial Law Scheme of Arrangement Merger Implementation Court Approval Procedure

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Parties

Afterpay Holdings Limited

Plaintiff

Procedural Posture

Corporations – Scheme of Arrangement / First Court Hearing on Application for Order to Convene Meeting of Members

Legal Issues

  1. 1 Whether the proposed scheme of arrangement should be ordered to meeting of members under s 411(1) of the Corporations Act 2001 (Cth)
  2. 2 Whether statutory and procedural requirements for convening the meeting are satisfied
  3. 3 Whether the explanatory statement adequately discloses information to shareholders

Ratio Decidendi

The statutory and procedural requirements for convening a meeting under s 411(1) of the Corporations Act 2001 (Cth) have been satisfied, and the explanatory statement sufficiently discloses the effect of the scheme to shareholders. Accordingly, orders were made for the convening of the scheme meeting.

Court Disposition

Orders made for convening of scheme meeting; proceeding stood over for second hearing

Orders

  • The plaintiff convene a meeting of holders of ordinary shares (other than Touchcorp Limited and its subsidiaries) to consider the proposed scheme of arrangement.
  • Meeting to be held on 19 June 2017 at the offices of Baker McKenzie, Melbourne.