AIRR Holdings Ltd, in the matter of AIRR Holdings Ltd [2019] FCA 2180

AIRR Holdings Ltd, in the matter of AIRR Holdings Ltd [2019] FCA 2180

The Court was satisfied that all formal and procedural requirements had been met, that members had been given adequate disclosure and an opportunity to consider the scheme, and that while the scheme consideration was not assessed as 'fair' but 'reasonable' by the independent expert, it was nevertheless not so obviously unfair or unreasonable as to prevent approval. The protections for members against performance risk, the size and justification for the break fee, and the appropriateness of the exclusivity and fiduciary carve-out provisions were adequate. The scheme was approved under s 411(4) of the Corporations Act 2001 (Cth).

Jurisdiction
Australia
Judgment Date
29 October 2019
Procedural Posture
Corporations Scheme of Arrangement / Orders Made on Applications Under S 411(1) and S 411(4) of the Corporations Act 2001 (cth)
Outcome
Scheme of arrangement approved; orders made convening and approving scheme under s 411(1) and s 411(4) of the Corporations Act 2001 (Cth).
Legal Topics
['scheme of Arrangement' "members' Meeting" 'disclosure to Members' 'break Fee' 'exclusivity Provisions' 'fiduciary Carve Out' "court's Discretion Under S 411" 'approval of Scheme' 'fairness and Reasonableness']
['corporations Law'] ['scheme of Arrangement' "members' Meeting" 'disclosure to Members' 'break Fee' 'exclusivity Provisions' 'fiduciary Carve Out' "court's Discretion Under S 411" 'approval of Scheme' 'fairness and Reasonableness']

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Procedural Posture

Corporations Scheme of Arrangement / Orders Made on Applications Under S 411(1) and S 411(4) of the Corporations Act 2001 (cth)

Legal Issues

  1. 1 ['Whether the formal requirements for convening a scheme meeting under s 411(1) are satisfied' 'Whether the Court ought to exercise its discretion to make orders convening and approving the scheme' 'Whether members are adequately protected against performance risk' 'Whether the break fee or exclusivity provisions are reasons not to make or approve the orders' 'Whether the scheme is fair and reasonable or so obviously unfair it should not be approved' 'Whether there has been full and fair disclosure to members' "Whether all relevant matters have been brought to the Court's attention" 'Whether s 411(17) is satisfied']

Ratio Decidendi

The Court was satisfied that all formal and procedural requirements had been met, that members had been given adequate disclosure and an opportunity to consider the scheme, and that while the scheme consideration was not assessed as 'fair' but 'reasonable' by the independent expert, it was nevertheless not so obviously unfair or unreasonable as to prevent approval. The protections for members against performance risk, the size and justification for the break fee, and the appropriateness of the exclusivity and fiduciary carve-out provisions were adequate. The scheme was approved under s 411(4) of the Corporations Act 2001 (Cth).

Court Disposition

Scheme of arrangement approved; orders made convening and approving scheme under s 411(1) and s 411(4) of the Corporations Act 2001 (Cth).

Orders

  • ['Elders Limited granted leave to intervene.' 'AIRR to convene and hold a meeting of members to consider and, if thought fit, approve the scheme of arrangement.' 'Approval of explanatory booklet with required amendments.' 'Directions for dispatching documents to shareholders.' 'Court approves scheme of arrangement...