Amcom Telecommunications Limited, in the matter of Amcom Telecommunications Limited (No 4) [2015] FCA 720

Amcom Telecommunications Limited, in the matter of Amcom Telecommunications Limited (No 4) [2015] FCA 720

The scheme was made in good faith, is fair and reasonable under s 411(4)(b), disclosure requirements have been met, and there are no grounds to disregard or discount any votes or to create separate classes based on shareholder interests. The exemption under s 411(12) is appropriate as the scheme does not alter the constitution or rights of shareholders or creditors.

Parties
Plaintiff: Amcom Telecommunications Limited; Interested Party: Vocus Communications Limited
Jurisdiction
Australia
Judgment Date
17 July 2015
Procedural Posture
Application for Scheme of Arrangement Approval / Final Approval Hearing
Outcome
Scheme of arrangement approved; exemption granted under s 411(12) of the Corporations Act 2001 (Cth).
Legal Topics
Scheme of Arrangement, Court Approval, Shareholder Voting, Disclosure Requirements
Corporations Law Scheme of Arrangement Court Approval Shareholder Voting Disclosure Requirements

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Parties

Amcom Telecommunications Limited

Plaintiff

Vocus Communications Limited

Interested Party

Procedural Posture

Application for Scheme of Arrangement Approval / Final Approval Hearing

Legal Issues

  1. 1 Whether the scheme is fair and reasonable under s 411(4)(b) of the Corporations Act 2001 (Cth)
  2. 2 Whether there was full and fair disclosure to shareholders
  3. 3 Whether changes to shareholding (Vocus divestment) affected the scheme

Ratio Decidendi

The scheme was made in good faith, is fair and reasonable under s 411(4)(b), disclosure requirements have been met, and there are no grounds to disregard or discount any votes or to create separate classes based on shareholder interests. The exemption under s 411(12) is appropriate as the scheme does not alter the constitution or rights of shareholders or creditors.

Court Disposition

Scheme of arrangement approved; exemption granted under s 411(12) of the Corporations Act 2001 (Cth).

Orders

  • Court approves the scheme of arrangement between Amcom and its shareholders as set out in Annexure A.
  • Amcom is exempted from compliance with subsection 411(11) in relation to the scheme.