In the matter of Afterpay Limited [2021] NSWSC 1709

In the matter of Afterpay Limited [2021] NSWSC 1709

The court approved the amended scheme of arrangement under s 411(6) of the Corporations Act 2001 (Cth) because all statutory and procedural requirements had been satisfied, there was no evidence of oppression, full and fair disclosure was made to shareholders, required majorities were achieved, ASIC had no objection, and the scheme (with a condition subsequent for Bank of Spain approval) was fair and reasonable and in shareholders' best interests.

Parties
Plaintiff: Afterpay Limited; Acquirer: Lanai (AU) 2 Pty Ltd; Acquirer Ultimate Parent: Block Inc (formerly known as Square Inc)
Jurisdiction
Australia
Judgment Date
29 December 2021
Procedural Posture
Scheme of Arrangement Approval / Application for Final Court Approval of Amended Scheme
Outcome
Amended scheme of arrangement approved; orders made under s 411(4)(b) and s 411(12) of the Corporations Act 2001 (Cth)
Legal Topics
Schemes of Arrangement, Arrangements and Reconstructions, Court Approval Under Section 411
Corporations Law Equity Schemes of Arrangement Arrangements and Reconstructions Court Approval Under Section 411

Case Brief

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Parties

Afterpay Limited

Plaintiff

Lanai (AU) 2 Pty Ltd

Acquirer

Block Inc (formerly known as Square Inc)

Acquirer Ultimate Parent

Procedural Posture

Scheme of Arrangement Approval / Application for Final Court Approval of Amended Scheme

Legal Issues

  1. 1 Whether the amended scheme of arrangement under s 411 of the Corporations Act 2001 (Cth) should be approved
  2. 2 Whether all procedural and substantive requirements for court approval of the scheme are satisfied
  3. 3 Whether inclusion of a condition subsequent (Bank of Spain approval) renders the scheme unclear, uncertain, or objectionable

Ratio Decidendi

The court approved the amended scheme of arrangement under s 411(6) of the Corporations Act 2001 (Cth) because all statutory and procedural requirements had been satisfied, there was no evidence of oppression, full and fair disclosure was made to shareholders, required majorities were achieved, ASIC had no objection, and the scheme (with a condition subsequent for Bank of Spain approval) was fair and reasonable and in shareholders' best interests.

Court Disposition

Amended scheme of arrangement approved; orders made under s 411(4)(b) and s 411(12) of the Corporations Act 2001 (Cth)

Orders

  • Amended scheme of arrangement between Afterpay Limited and holders of its ordinary shares (as per Amended Scheme Implementation Deed dated 7 December 2021) approved under s 411(6) of the Corporations Act 2001 (Cth).
  • Exemption granted from compliance with s 411(11) pursuant to s 411(12) of the Act as relevant.