AMP Ltd [2003] FCA 1465

AMP Ltd [2003] FCA 1465

The Court was satisfied that the statutory requirements for convening a meeting under s 411 were met, that shareholders would be provided with all material facts, and that the proposed Scheme of Arrangement, including capital adjustment, was appropriate to be put to shareholders for consideration.

Parties
Plaintiff: AMP Limited
Jurisdiction
Australia
Judgment Date
16 October 2003
Procedural Posture
Scheme of Arrangement / Application for Orders Convening a Meeting of Members Under S 411 of the Corporations Act
Outcome
Application granted. Meeting of AMP Limited members ordered to be convened for consideration of the Scheme of Arrangement.
Legal Topics
Scheme of Arrangement, Demerger, Share Capital Reduction, Shareholder Meetings, Court Approval, Explanatory Memorandum
Corporations Law Scheme of Arrangement Demerger Share Capital Reduction Shareholder Meetings Court Approval Explanatory Memorandum

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Parties

AMP Limited

Plaintiff

Procedural Posture

Scheme of Arrangement / Application for Orders Convening a Meeting of Members Under S 411 of the Corporations Act

Legal Issues

  1. 1 Whether to convene a meeting of AMP Limited members to consider a Scheme of Arrangement under s 411 of the Corporations Act
  2. 2 Whether explanatory memorandum complies with statutory requirements
  3. 3 Whether capital reduction is fair and reasonable to shareholders as a whole and not prejudicial to creditors

Ratio Decidendi

The Court was satisfied that the statutory requirements for convening a meeting under s 411 were met, that shareholders would be provided with all material facts, and that the proposed Scheme of Arrangement, including capital adjustment, was appropriate to be put to shareholders for consideration.

Court Disposition

Application granted. Meeting of AMP Limited members ordered to be convened for consideration of the Scheme of Arrangement.

Orders

  • AMP Limited to convene a meeting of its members to consider and, if thought fit, agree to the Scheme of Arrangement.
  • Meeting to be held at Hordern Pavilion, Fox Studios Australia, Lang Road, Moore Park, NSW at 9:30 am on 9 December 2003.