Asaleo Care Limited, in the matter of Asaleo Care Limited (No 2) [2021] FCA 636

Asaleo Care Limited, in the matter of Asaleo Care Limited (No 2) [2021] FCA 636

The scheme of arrangement was approved because all statutory requirements and procedural fairness were satisfied, there was overwhelming shareholder support, substantial disclosure, ASIC raised no objection, conditions precedent were met or waived, no evidence of oppression or irregularity appeared, and the scheme was found to be fair and reasonable to shareholders. Exemption from s 411(11) was granted as the scheme did not alter the constitution or rights of relevant parties.

Jurisdiction
Australia
Judgment Date
09 June 2021
Procedural Posture
Scheme of Arrangement Approval / Final Approval Hearing
Outcome
Scheme of arrangement approved; exemption from s 411(11) granted
Legal Topics
['scheme of Arrangement' 'approval of Scheme Under S 411(4)(b) Corporations Act 2001 (cth)']
['corporations Law'] ['scheme of Arrangement' 'approval of Scheme Under S 411(4)(b) Corporations Act 2001 (cth)']

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Procedural Posture

Scheme of Arrangement Approval / Final Approval Hearing

Legal Issues

  1. 1 ['Whether the scheme of arrangement should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth)' 'Whether there was full and fair disclosure to shareholders' 'Whether statutory requirements and procedural fairness were satisfied' 'Whether the scheme is fair and reasonable to shareholders' 'Whether exemption from s 411(11) should be granted']

Ratio Decidendi

The scheme of arrangement was approved because all statutory requirements and procedural fairness were satisfied, there was overwhelming shareholder support, substantial disclosure, ASIC raised no objection, conditions precedent were met or waived, no evidence of oppression or irregularity appeared, and the scheme was found to be fair and reasonable to shareholders. Exemption from s 411(11) was granted as the scheme did not alter the constitution or rights of relevant parties.

Court Disposition

Scheme of arrangement approved; exemption from s 411(11) granted

Orders

  • ['Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth), the Scheme of Arrangement between the plaintiff and its members is approved.' 'Pursuant to s 411(12) of the Act, Asaleo Care Limited is exempted from compliance with s 411(11) of the Act in relation to the Scheme.' 'Pursuant to r 39.34 of the Federal...