Amcor Limited, in the matter of Amcor Limited (No 2) [2019] FCA 842

Amcor Limited, in the matter of Amcor Limited (No 2) [2019] FCA 842

The Scheme was approved because the statutory majorities under s 411(4)(a) were achieved, the procedural requirements were complied with, all conditions precedent other than Court approval had been satisfied, ASIC had provided a no objection statement, the Scheme was fair and reasonable and in shareholders' best interests, there was no opposition, bad faith, minority oppression, disproportionate third-party prejudice or public policy concern, and comprehensive disclosure had been made. Exemption from s 411(11) was appropriate because the Scheme would not alter Amcor's constitution or the rights of shareholders, creditors or other persons dealing with it and no ongoing purpose would be...

Jurisdiction
Australia
Judgment Date
04 June 2019
Procedural Posture
Members' Scheme of Arrangement / Second Court Hearing for Approval of Scheme Under S 411(4)(b) of the Corporations Act 2001 (cth)
Outcome
Scheme approved and exemption from compliance with s 411(11) granted.
Legal Topics
["members' Scheme of Arrangement" 'court Approval Under S 411(4)(b)' 'conditions Precedent' 'securities Act of 1933 (us) S 3(a)(10) Exemption' 'exemption From S 411(11) Under S 411(12)']
['corporations Law'] ["members' Scheme of Arrangement" 'court Approval Under S 411(4)(b)' 'conditions Precedent' 'securities Act of 1933 (us) S 3(a)(10) Exemption' 'exemption From S 411(11) Under S 411(12)']

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Procedural Posture

Members' Scheme of Arrangement / Second Court Hearing for Approval of Scheme Under S 411(4)(b) of the Corporations Act 2001 (cth)

Legal Issues

  1. 1 ['Whether the Scheme should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether the statutory majorities required by s 411(4)(a) were satisfied at the Scheme meeting.' 'Whether conditions precedent to the Scheme, other than Court approval, had been satisfied or waived.' 'Whether there was any matter under Ch 6 or s 411(17) preventing approval of the Scheme.' 'Whether the Court should exempt Amcor from compliance with s 411(11) under s 411(12).' 'Whether the hearing and approval could be relied upon for the purposes of the s 3(a)(10) exemption under the Securities Act of 1933 (US).']

Ratio Decidendi

The Scheme was approved because the statutory majorities under s 411(4)(a) were achieved, the procedural requirements were complied with, all conditions precedent other than Court approval had been satisfied, ASIC had provided a no objection statement, the Scheme was fair and reasonable and in shareholders' best interests, there was no opposition, bad faith, minority oppression, disproportionate third-party prejudice or public policy concern, and comprehensive disclosure had been made. Exemption from s 411(11) was appropriate because the Scheme would not alter Amcor's constitution or the rights of shareholders, creditors or other persons dealing with it and no ongoing purpose would be...

Court Disposition

Scheme approved and exemption from compliance with s 411(11) granted.

Orders

  • ['Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth) (the Act), the Scheme of Arrangement between the Plaintiff and its members agreed to by the said members at the meeting held on 2 May 2019 (the terms of which are as set out in Annexure A to these orders) be and is hereby approved.' 'Pursuant to s 411(12)...