ASG Group Limited, in the matter of ASG Group Limited [2016] FCA 1374

ASG Group Limited, in the matter of ASG Group Limited [2016] FCA 1374

The Court was satisfied that the proposed acquisition of all ASG shares by Nomura was a conventional scheme of arrangement within s 411, that statutory and regulatory requirements and disclosure were sufficiently addressed, that ASIC had reviewed the scheme documentation and did not oppose the first Court hearing, and that matters including exclusivity provisions, break fees, performance risk, vote tagging for option holders and the Perth venue did not presently provide a reason to refuse orders convening the scheme meeting.

Jurisdiction
Australia
Judgment Date
02 November 2016
Procedural Posture
Corporations; Scheme of Arrangement / Application Under S 411(1) of the Corporations Act 2001 (cth) for Orders Convening a Meeting of Members
Outcome
Application granted; orders made in the amended minute of orders convening the scheme meeting and approving dispatch of the scheme booklet.
Legal Topics
['scheme of Arrangement' 'convening Meeting of Members' 'exclusivity Provisions' 'break Fees' 'performance Risk' 'option Cancellation Process' 'disclosure to Shareholders']
['corporations Law'] ['scheme of Arrangement' 'convening Meeting of Members' 'exclusivity Provisions' 'break Fees' 'performance Risk' 'option Cancellation Process' 'disclosure to Shareholders']

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Procedural Posture

Corporations; Scheme of Arrangement / Application Under S 411(1) of the Corporations Act 2001 (cth) for Orders Convening a Meeting of Members

Legal Issues

  1. 1 ['Whether the proposed arrangement was within the statutory concept of a scheme of arrangement or compromise.' 'Whether there had been compliance with the Corporations Act and Corporations Regulations 2001 (Cth) requirements and sufficient disclosure to members.' 'Whether ASIC had a reasonable opportunity to examine the proposed scheme.' 'Whether there was any presently identified reason why the scheme should not later receive Court approval if the necessary majorities were obtained.' 'Whether exclusivity provisions, break fees, performance risk, the option cancellation process, or the Perth meeting venue presented an obstacle to convening the scheme meeting.']

Ratio Decidendi

The Court was satisfied that the proposed acquisition of all ASG shares by Nomura was a conventional scheme of arrangement within s 411, that statutory and regulatory requirements and disclosure were sufficiently addressed, that ASIC had reviewed the scheme documentation and did not oppose the first Court hearing, and that matters including exclusivity provisions, break fees, performance risk, vote tagging for option holders and the Perth venue did not presently provide a reason to refuse orders convening the scheme meeting.

Court Disposition

Application granted; orders made in the amended minute of orders convening the scheme meeting and approving dispatch of the scheme booklet.

Orders

  • ['ASG Group Limited was ordered to convene a meeting of holders of fully paid ordinary shares as at 4 pm AWST on 6 December 2016 to consider and, if thought fit, approve the proposed scheme of arrangement, with the meeting to be held at 10.00 am at Parmelia Hilton Perth Hotel, Perth on 8 December 2016 or another...