In the matter of Asciano Limited [2015] NSWSC 1548

In the matter of Asciano Limited [2015] NSWSC 1548

The Court was satisfied that the Scheme could be put to shareholders as fair and reasonable, having regard to the independent expert's conclusion, the multiples and trading premium, and the ordinary tolerances of the no-shop, no-talk and break fee provisions. The explanatory statement fairly put the Scheme subject to amendments explaining the practical effect of the deemed warranty as to title, adding the ASIC registration statement required by s 412(6), giving prominent notice of the second hearing and shareholders' right to oppose, and including an early synopsis of the Scheme and consideration options. Subject to those amendments, orders convening the scheme meeting and approving the...

Jurisdiction
Australia
Judgment Date
29 September 2015
Procedural Posture
Application Under (cth) Corporations Act 2001, S 411 for Orders Convening a Scheme Meeting / First Court Hearing
Outcome
Orders made convening scheme meeting and approving, subject to amendments, the explanatory statement.
Legal Topics
['schemes of Arrangement' 'convening Meeting of Members' 'explanatory Statement' 'independent Expert Report' 'no Shop Clause' 'no Talk Clause' 'break Fee' 'deemed Warranty as to Title']
['corporations'] ['schemes of Arrangement' 'convening Meeting of Members' 'explanatory Statement' 'independent Expert Report' 'no Shop Clause' 'no Talk Clause' 'break Fee' 'deemed Warranty as to Title']

Case Brief

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Procedural Posture

Application Under (cth) Corporations Act 2001, S 411 for Orders Convening a Scheme Meeting / First Court Hearing

Legal Issues

  1. 1 ['Whether the proposed Scheme of Arrangement could be approved by the Court if approved at the meeting and unopposed at the second hearing.' 'Whether the Scheme was commercially fair and reasonable so that it could be put to shareholders.' 'Whether the explanatory statement contained the requisite information and fairly put the Scheme, its advantages and disadvantages to members.' 'Whether amendments were required to explain the deemed warranty as to title, state ASIC registration, give sufficient prominence to the second hearing notice, and provide a short synopsis of the Scheme.']

Ratio Decidendi

The Court was satisfied that the Scheme could be put to shareholders as fair and reasonable, having regard to the independent expert's conclusion, the multiples and trading premium, and the ordinary tolerances of the no-shop, no-talk and break fee provisions. The explanatory statement fairly put the Scheme subject to amendments explaining the practical effect of the deemed warranty as to title, adding the ASIC registration statement required by s 412(6), giving prominent notice of the second hearing and shareholders' right to oppose, and including an early synopsis of the Scheme and consideration options. Subject to those amendments, orders convening the scheme meeting and approving the...

Court Disposition

Orders made convening scheme meeting and approving, subject to amendments, the explanatory statement.

Orders

  • ['Orders made convening scheme meeting.' 'Explanatory statement approved subject to amendments indicated by the Court.' 'Matter stood down until 3.45, or such earlier time as the parties wished to approach the Court.']