Alchemia Limited, in the matter of Alchemia Limited (No 2) [2012] FCA 1136

Alchemia Limited, in the matter of Alchemia Limited (No 2) [2012] FCA 1136

The scheme was approved because the statutory majorities had approved it, any notice deficiency affecting "returned mail" shareholders was only a procedural irregularity that caused no substantial injustice, ASIC had no objection, relevant conditions precedent were satisfied or waived apart from a minor technical...

Source-derived case information.

Jurisdiction
Australia
Judgment Date
17 October 2012
Procedural Posture
Corporations Scheme of Arrangement Demerger Approval / Application for Court Approval of Scheme After Scheme Meeting
Outcome
Scheme of arrangement approved as altered; exemption from compliance with s 411(11) granted.
Legal Topics
['scheme of Arrangement' 'demerger' 'court Approval' 'procedural Irregularity' 'shareholder Meeting' 'capital Reduction']
['corporations Law'] ['scheme of Arrangement' 'demerger' 'court Approval' 'procedural Irregularity' 'shareholder Meeting' 'capital Reduction']

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Procedural Posture

Corporations Scheme of Arrangement Demerger Approval / Application for Court Approval of Scheme After Scheme Meeting

Legal Issues

  1. 1 ['Whether the scheme of arrangement between Alchemia Limited and its ordinary shareholders should be approved under s 411(4)(b) and s 411(6) of the Corporations Act 2001 (Cth).' 'Whether the deficiency in time in giving notice to certain "returned mail" shareholders was a procedural irregularity that invalidated the proceeding.' 'Whether the proposed amendment to cl 3.1(j) of the scheme concerning Demerger Tax Relief should be permitted.' 'Whether Alchemia should be exempted from compliance with s 411(11) of the Corporations Act 2001 (Cth).']

Ratio Decidendi

The scheme was approved because the statutory majorities had approved it, any notice deficiency affecting "returned mail" shareholders was only a procedural irregularity that caused no substantial injustice, ASIC had no objection, relevant conditions precedent were satisfied or waived apart from a minor technical condition that could be amended, and the scheme was fair and reasonable having regard to the voting patterns, the independent expert's opinions, directors' support and the absence of opposition.

Court Disposition

Scheme of arrangement approved as altered; exemption from compliance with s 411(11) granted.

Orders

  • ['Pursuant to subsection 411(4)(b) and (6) of the Corporations Act 2001 (Cth), the scheme of arrangement between Alchemia Limited and the holders of ordinary shares in Alchemia in the form of the Scheme contained in Annexure D of the Scheme Booklet which is Exhibit 1 in this proceeding be approved subject to...