AMP Ltd [2003] FCA 1479

AMP Ltd [2003] FCA 1479

The Court approved the Scheme because the members' meeting had been convened in accordance with the Court's earlier order, the Scheme resolution satisfied the statutory majorities in s 411(4)(a), the relevant conditions precedent had been fulfilled, ASIC had stated that it had no objection, no person filed a notice of appearance to oppose approval, and the matters in the Supplement to the Explanatory Memorandum did not provide a reason to withhold approval.

Jurisdiction
Australia
Judgment Date
12 December 2003
Procedural Posture
Application for Approval of a Scheme of Arrangement Under S 411(4)(b) of the Corporations Act 2001 (cth) / Second Court Hearing After Members' Meeting Convened Under S 411(1)
Outcome
Scheme of Arrangement approved.
Legal Topics
['scheme of Arrangement' 'demerger' 'shareholder Approval' 'asic No Objection' 'income Securities']
['corporations Law'] ['scheme of Arrangement' 'demerger' 'shareholder Approval' 'asic No Objection' 'income Securities']

Case Brief

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Procedural Posture

Application for Approval of a Scheme of Arrangement Under S 411(4)(b) of the Corporations Act 2001 (cth) / Second Court Hearing After Members' Meeting Convened Under S 411(1)

Legal Issues

  1. 1 ['Whether the Scheme of Arrangement between AMP Limited and its ordinary shareholders should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' "Whether the meeting of AMP members was convened in accordance with the Court's earlier order and the voting requirements in s 411(4)(a) were satisfied." 'Whether the conditions precedent to the Scheme, other than Court approval and lodgement of the order with ASIC, had been satisfied.' "Whether ASIC's no-objection position and the matters disclosed in the Supplement to the Explanatory Memorandum affected the Court's discretion to approve the Scheme."]

Ratio Decidendi

The Court approved the Scheme because the members' meeting had been convened in accordance with the Court's earlier order, the Scheme resolution satisfied the statutory majorities in s 411(4)(a), the relevant conditions precedent had been fulfilled, ASIC had stated that it had no objection, no person filed a notice of appearance to oppose approval, and the matters in the Supplement to the Explanatory Memorandum did not provide a reason to withhold approval.

Court Disposition

Scheme of Arrangement approved.

Orders

  • ["Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth), the Scheme of Arrangement between the plaintiff and its ordinary shareholders which is annexed hereto and marked 'A' be and is hereby approved." 'These orders be entered forthwith.']