Barbeques Galore Ltd (In the matter of Barbeques Galore Ltd) [2005] FCA 1520

Barbeques Galore Ltd (In the matter of Barbeques Galore Ltd) [2005] FCA 1520

The Court approved the two schemes because the scheme materials had been provided, the meetings were duly convened in accordance with the earlier orders, the shareholders and optionholders approved the schemes by the required statutory majorities, ASIC had provided a no-objection statement, and the amendments to the schemes and deeds poll were appropriate or non-prejudicial and did not impede approval.

Jurisdiction
Australia
Judgment Date
16 September 2005
Procedural Posture
Application for Court Approval of Two Schemes of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Second Court Hearing After Meetings Convened Under S 411(1), Seeking Approval Under Ss 411(4)(b) and 411(6)
Outcome
The two schemes of arrangement were approved, the plaintiff was exempted from compliance with s 411(11), and the orders were entered forthwith.
Legal Topics
['schemes of Arrangement' 'shareholder Scheme' 'optionholder Scheme' 'court Approval of Scheme' 'asic No Objection' 'united States Tax Withholding']
['corporations Law'] ['schemes of Arrangement' 'shareholder Scheme' 'optionholder Scheme' 'court Approval of Scheme' 'asic No Objection' 'united States Tax Withholding']

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Procedural Posture

Application for Court Approval of Two Schemes of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Second Court Hearing After Meetings Convened Under S 411(1), Seeking Approval Under Ss 411(4)(b) and 411(6)

Legal Issues

  1. 1 ["Whether the meetings of shareholders and optionholders were duly convened in accordance with the Court's earlier orders and approved the respective schemes by the required majorities." 'Whether amendments to the schemes and deeds poll, including changes to the implementation date and United States tax withholding provisions, should impede approval of the schemes.' 'Whether the requirements of ss 411(4) and 411(17) of the Corporations Act 2001 (Cth) were satisfied.' 'Whether the schemes should be approved and the plaintiff exempted from compliance with s 411(11) of the Corporations Act 2001 (Cth).']

Ratio Decidendi

The Court approved the two schemes because the scheme materials had been provided, the meetings were duly convened in accordance with the earlier orders, the shareholders and optionholders approved the schemes by the required statutory majorities, ASIC had provided a no-objection statement, and the amendments to the schemes and deeds poll were appropriate or non-prejudicial and did not impede approval.

Court Disposition

The two schemes of arrangement were approved, the plaintiff was exempted from compliance with s 411(11), and the orders were entered forthwith.

Orders

  • ['Pursuant to paragraph 411(4)(b) and 411(6) of the Corporations Act 2001 (Cth), the scheme of arrangement proposed to be made between the Plaintiff and its ordinary shareholders and the scheme of arrangement proposed to be made between the Plaintiff and the holders of options to acquire unissued ordinary shares in...