ASG Group Limited, in the matter of ASG Group Limited (No 2) [2016] FCA 1586

ASG Group Limited, in the matter of ASG Group Limited (No 2) [2016] FCA 1586

The Court approved the scheme of arrangement under s 411 of the Corporations Act 2001 (Cth), holding that the omission to serve notice on 18 shareholders was accidental, no substantial injustice occurred, and those responsible acted honestly; therefore, validating orders under s 1322(4)(a) were appropriate, and all statutory requirements for approval of the scheme had been met.

Parties
Plaintiff: ASG Group Limited; Acquirer/interested Party: Nomura Research Institute Ltd
Jurisdiction
Australia
Judgment Date
12 December 2016
Procedural Posture
Corporations – Scheme of Arrangement / Second Court Hearing on Approval of Scheme
Outcome
Scheme of arrangement approved; validating and exemption orders granted
Legal Topics
Scheme of Arrangement, Approval of Scheme, Accidental Omission to Give Notice, Court Orders Under S 1322(3) and (4)
Corporations Law Scheme of Arrangement Approval of Scheme Accidental Omission to Give Notice Court Orders Under S 1322(3) and (4)

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Parties

ASG Group Limited

Plaintiff

Nomura Research Institute Ltd

Acquirer/interested Party

Procedural Posture

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

Legal Issues

  1. 1 Whether the scheme of arrangement should be approved under s 411 of the Corporations Act 2001 (Cth)
  2. 2 Whether failure to serve notice and scheme booklet on 18 shareholders affects validity
  3. 3 Whether the Court should make validating orders under s 1322(4)(a) of the Corporations Act

Ratio Decidendi

The Court approved the scheme of arrangement under s 411 of the Corporations Act 2001 (Cth), holding that the omission to serve notice on 18 shareholders was accidental, no substantial injustice occurred, and those responsible acted honestly; therefore, validating orders under s 1322(4)(a) were appropriate, and all statutory requirements for approval of the scheme had been met.

Court Disposition

Scheme of arrangement approved; validating and exemption orders granted

Orders

  • Scheme of arrangement between ASG Group Limited and shareholders approved under s 411(4)(b) and 411(6) of the Corporations Act 2001 (Cth)
  • ASG Group Limited is exempted from compliance with s 411(11) of the Act in relation to the scheme under s 411(12)