In the matter of Auswide Limited (No 2) [2025] NSWSC 72

In the matter of Auswide Limited (No 2) [2025] NSWSC 72

The scheme of arrangement was approved as all statutory and formal requirements were satisfied; there was fair and reasonable disclosure; shareholders approved the scheme by requisite majorities; no opposition was presented; and the expert report and shareholder approval supported the scheme’s fairness. The Court also granted exemption under s 411(12) and confirmed the requirements under s 3(a)(10) of the US Securities Act were met.

Parties
Plaintiff: Auswide Limited; Bidder: MyState Bank Limited
Jurisdiction
Australia
Judgment Date
18 February 2025
Procedural Posture
Scheme of Arrangement Application Under S 411 of the Corporations Act 2001 (cth) / Second Court Hearing – Final Approval
Outcome
Orders made approving the scheme of arrangement and granting exemption under s 411(12).
Legal Topics
Schemes of Arrangement, Shareholder Voting, Statutory Requirements for Approval, Disclosure, Fairness of Scheme
Corporations Schemes of Arrangement Shareholder Voting Statutory Requirements for Approval Disclosure Fairness of Scheme

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Parties

Auswide Limited

Plaintiff

MyState Bank Limited

Bidder

Procedural Posture

Scheme of Arrangement Application Under S 411 of the Corporations Act 2001 (cth) / Second Court Hearing – Final Approval

Legal Issues

  1. 1 Whether the formal and statutory requirements for approval of the scheme of arrangement under s 411 of the Corporations Act 2001 (Cth) are satisfied
  2. 2 Whether the scheme is fair and reasonable to shareholders and appropriate to approve
  3. 3 Whether an exemption under s 411(12) should be granted from compliance with s 411(11)

Ratio Decidendi

The scheme of arrangement was approved as all statutory and formal requirements were satisfied; there was fair and reasonable disclosure; shareholders approved the scheme by requisite majorities; no opposition was presented; and the expert report and shareholder approval supported the scheme’s fairness. The Court also granted exemption under s 411(12) and confirmed the requirements under s 3(a)(10) of the US Securities Act were met.

Court Disposition

Orders made approving the scheme of arrangement and granting exemption under s 411(12).

Orders

  • Scheme of arrangement approved under s 411 of the Corporations Act 2001 (Cth).
  • Exemption granted under s 411(12) from compliance with s 411(11) of the Corporations Act 2001 (Cth).