Angel Seafood Holdings Ltd, in the matter of Angel Seafood Holdings Ltd [2022] FCA 717

Angel Seafood Holdings Ltd, in the matter of Angel Seafood Holdings Ltd [2022] FCA 717

The court approved the scheme of arrangement, including the amendment to correct the name of the relevant entity, as all procedural and statutory requirements were satisfied, the alteration was minor and technical, the scheme was fair and reasonable, shareholders acted in good faith on full information, and ASIC had no objection.

Jurisdiction
Australia
Judgment Date
20 June 2022
Procedural Posture
Corporations Scheme of Arrangement / Second Court Hearing – Approval of Scheme
Outcome
Scheme of arrangement approved with amendment; exemption granted from s 411(11) compliance in respect of the scheme.
Legal Topics
['scheme of Arrangement' 'member Approval' 'court Approval' 'statutory Compliance']
['corporations Law'] ['scheme of Arrangement' 'member Approval' 'court Approval' 'statutory Compliance']

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Procedural Posture

Corporations Scheme of Arrangement / Second Court Hearing – Approval of Scheme

Legal Issues

  1. 1 ['Whether procedural and statutory requirements for the scheme of arrangement under s 411 of the Corporations Act 2001 (Cth) were met' 'Whether the scheme as amended is fair and reasonable and should be approved by the court' 'Whether the proposed amendment to the scheme is minor and appropriate to be approved under s 411(6)']

Ratio Decidendi

The court approved the scheme of arrangement, including the amendment to correct the name of the relevant entity, as all procedural and statutory requirements were satisfied, the alteration was minor and technical, the scheme was fair and reasonable, shareholders acted in good faith on full information, and ASIC had no objection.

Court Disposition

Scheme of arrangement approved with amendment; exemption granted from s 411(11) compliance in respect of the scheme.

Orders

  • ["Scheme of arrangement approved pursuant to s 411(4)(b) as altered to correct the definition of 'Excluded Shares' (reference to 'Angel Oysters Australia Pty Ltd ACN 615 037 815' replaced with 'Angel Oysters Pty Ltd ACN 147 593 799')" 'Angel exempted from compliance with s 411(11) of the Corporations Act 2001 (Cth)...