Amcor Limited, in the matter of Amcor Limited [2019] FCA 346

Amcor Limited, in the matter of Amcor Limited [2019] FCA 346

The Court ordered the convening of a meeting because the statutory preconditions for s 411(1) were satisfied, ASIC had been given the required opportunity to examine the scheme and draft explanatory statement, the proposed scheme was not so blatantly unfair or inappropriate that it should be stopped, no separate class was required for ineligible foreign shareholders or employee incentive holders, performance risk was adequately addressed by the Deed Poll, the termination fee and exclusivity arrangements were not barriers, and the draft Scheme Booklet and disclosure arrangements were adequate for shareholders to consider the scheme.

Jurisdiction
Australia
Judgment Date
12 March 2019
Procedural Posture
Members' Scheme of Arrangement Under S 411(1) of the Corporations Act 2001 (cth) / First Court Hearing; Application for Orders Convening a Meeting of Amcor Shareholders
Outcome
Orders made convening a meeting of Amcor shareholders to consider the proposed scheme of arrangement.
Legal Topics
["convening of Shareholders' Meeting" 'chess Depository Interests' 'ineligible Foreign Shareholders and Class Composition' 'court Discretion Under S 411(1)' 'performance Risk' 'termination Fee' 'exclusivity Arrangements and Fiduciary Carve Out' 'employee Incentive Arrangements' 'explanatory Statement and Scheme Booklet Disclosure' 'securities Act of 1933 (us) S 3(a)(10)']
['corporations Law' 'schemes of Arrangement'] ["convening of Shareholders' Meeting" 'chess Depository Interests' 'ineligible Foreign Shareholders and Class Composition' 'court Discretion Under S 411(1)' 'performance Risk' 'termination Fee' 'exclusivity Arrangements and Fiduciary Carve Out' 'employee Incentive Arrangements' 'explanatory Statement and Scheme Booklet Disclosure' 'securities Act of 1933 (us) S 3(a)(10)']

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Procedural Posture

Members' Scheme of Arrangement Under S 411(1) of the Corporations Act 2001 (cth) / First Court Hearing; Application for Orders Convening a Meeting of Amcor Shareholders

Legal Issues

  1. 1 ['Whether the requirements for an order under s 411(1) of the Corporations Act 2001 (Cth) convening a meeting of Amcor shareholders were satisfied.' 'Whether ineligible foreign shareholders were required to meet as a separate class.' 'Whether the proposed scheme was fit for consideration by shareholders, including having regard to performance risk, deemed warranties, the termination fee, exclusivity arrangements, employee incentive arrangements and s 411(17).' 'Whether Amcor shareholders would be properly informed by the draft Scheme Booklet and related disclosure arrangements.' 'Whether the Court should formally approve the explanatory statement at the first court hearing.']

Ratio Decidendi

The Court ordered the convening of a meeting because the statutory preconditions for s 411(1) were satisfied, ASIC had been given the required opportunity to examine the scheme and draft explanatory statement, the proposed scheme was not so blatantly unfair or inappropriate that it should be stopped, no separate class was required for ineligible foreign shareholders or employee incentive holders, performance risk was adequately addressed by the Deed Poll, the termination fee and exclusivity arrangements were not barriers, and the draft Scheme Booklet and disclosure arrangements were adequate for shareholders to consider the scheme.

Court Disposition

Orders made convening a meeting of Amcor shareholders to consider the proposed scheme of arrangement.

Orders

  • ['Pursuant to s 411(1) of the Corporations Act 2001 (Cth), Amcor Limited convene and hold a meeting of holders of ordinary shares to consider and, if thought fit, approve the proposed scheme of arrangement, to be held at Clarendon Auditorium, Melbourne Convention and Exhibition Centre on 2 May 2019 at 1.30 pm.' 'The...