Amcom Telecommunications Limited, in the matter of Amcom Telecommunications Limited (No 2) [2015] FCA 410

Amcom Telecommunications Limited, in the matter of Amcom Telecommunications Limited (No 2) [2015] FCA 410

Because Vocus had announced a transaction of some magnitude that could be material to at least some Amcom shareholders, while the Amcom directors and PwCS maintained their support for the Scheme, ASIC had no comments, the supplementary information was relatively straightforward and shareholders were likely to receive it at least 10 days before the Scheme Meeting, it was appropriate to approve dispatch of the supplementary explanatory statement and to treat existing proxies as valid unless revoked without adjourning the Scheme Meeting.

Jurisdiction
Australia
Judgment Date
05 May 2015
Procedural Posture
Corporations Scheme of Arrangement / Application for Orders Pursuant to S 411(1) and S 1319 of the Corporations Act 2001 (cth) for Leave to Forward a Supplementary Disclosure Statement to Scheme Participants
Outcome
Orders made approving dispatch of the supplementary explanatory statement, deeming existing valid proxy forms to remain valid unless revoked, and standing the proceeding over for any application to approve the scheme of arrangement.
Legal Topics
['scheme of Arrangement' 'supplementary Disclosure' 'shareholder Meeting' 'proxy Validity' 'court Approval of Explanatory Material']
['corporations Law'] ['scheme of Arrangement' 'supplementary Disclosure' 'shareholder Meeting' 'proxy Validity' 'court Approval of Explanatory Material']

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Procedural Posture

Corporations Scheme of Arrangement / Application for Orders Pursuant to S 411(1) and S 1319 of the Corporations Act 2001 (cth) for Leave to Forward a Supplementary Disclosure Statement to Scheme Participants

Legal Issues

  1. 1 ['Whether the Court had power under s 1319 of the Corporations Act 2001 (Cth) to authorise dispatch of supplementary explanatory material in respect of a scheme meeting convened under s 411.' 'Whether valid proxy forms lodged for the Scheme Meeting should remain valid unless revoked.' "Whether the supplementary disclosure concerning Vocus Communications Limited's transaction should be approved for dispatch without adjourning or postponing the Scheme Meeting."]

Ratio Decidendi

Because Vocus had announced a transaction of some magnitude that could be material to at least some Amcom shareholders, while the Amcom directors and PwCS maintained their support for the Scheme, ASIC had no comments, the supplementary information was relatively straightforward and shareholders were likely to receive it at least 10 days before the Scheme Meeting, it was appropriate to approve dispatch of the supplementary explanatory statement and to treat existing proxies as valid unless revoked without adjourning the Scheme Meeting.

Court Disposition

Orders made approving dispatch of the supplementary explanatory statement, deeming existing valid proxy forms to remain valid unless revoked, and standing the proceeding over for any application to approve the scheme of arrangement.

Orders

  • ['Valid proxy forms for the meeting of Amcom shareholders to consider the scheme of arrangement (Scheme Meeting) that have been lodged by Amcom shareholders are deemed to still be valid unless revoked, and members who voted in favour of the scheme of arrangement are deemed to have voted in favour of the resolutions...