In the matter of Asciano Limited (No 2) [2015] NSWSC 1651

In the matter of Asciano Limited (No 2) [2015] NSWSC 1651

Because material developments shortly before the scheme meeting created a fluid situation, with Qube likely able to defeat the scheme, Brookfield indicating a possible takeover offer, potential competing proposals, and many shareholders likely to have lodged proxies before considering the new information, postponing the meeting best served the interests of Asciano shareholders as a whole. Postponement preserved the current scheme proposal while allowing potential alternatives to be explored and caused no apparent detriment to shareholders.

Jurisdiction
Australia
Judgment Date
09 November 2015
Procedural Posture
Corporations; Schemes of Arrangement / Application for Order Under Corporations Act, S 1319 Postponing Scheme Meeting Convened Under S 411
Outcome
Orders made postponing meeting.
Legal Topics
['schemes of Arrangement' 'postponement of Scheme Meeting' 'shareholder Information' 'competing Control Proposals']
['corporations Law'] ['schemes of Arrangement' 'postponement of Scheme Meeting' 'shareholder Information' 'competing Control Proposals']

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Procedural Posture

Corporations; Schemes of Arrangement / Application for Order Under Corporations Act, S 1319 Postponing Scheme Meeting Convened Under S 411

Legal Issues

  1. 1 ['Whether the scheme meeting convened for 10 November 2015 should be postponed in light of recent acquisitions by Qube and Brookfield and the possibility of alternative offers.' 'What course would best serve the interests of Asciano shareholders as a whole in a fluid situation before the scheme meeting.' 'Whether shareholders had adequate time to consider and respond to material new information before voting or lodging proxies.']

Ratio Decidendi

Because material developments shortly before the scheme meeting created a fluid situation, with Qube likely able to defeat the scheme, Brookfield indicating a possible takeover offer, potential competing proposals, and many shareholders likely to have lodged proxies before considering the new information, postponing the meeting best served the interests of Asciano shareholders as a whole. Postponement preserved the current scheme proposal while allowing potential alternatives to be explored and caused no apparent detriment to shareholders.

Court Disposition

Orders made postponing meeting.

Orders

  • ['The meeting convened by the plaintiff pursuant to orders 1 and 2 of the orders made on 29 September 2015 not be held on 10 November 2015 and be postponed to a date to be fixed.' 'Order 9 of the 29 September Orders, and order 1 made on 19 October 2015, be set aside.' 'The plaintiff forthwith send by email to...