In the matter of Bellamy’s Australia Limited [2019] NSWSC 1671

In the matter of Bellamy’s Australia Limited [2019] NSWSC 1671

The requirements for convening a meeting of members to consider the proposed scheme under s 411 of the Corporations Act 2001 (Cth) have been satisfied, including proper disclosure, addressing performance risk, break fee, exclusivity, and directors' interests. Accordingly, the Court has power to and should make orders convening the scheme meeting and approving the scheme booklet for distribution.

Jurisdiction
Australia
Judgment Date
28 November 2019
Procedural Posture
Scheme of Arrangement Application / First Court Hearing
Outcome
Orders made convening scheme meeting and approving scheme booklet for distribution
Legal Topics
['schemes of Arrangement' 'arrangements and Reconstructions' 'shareholder Meeting Convening' 'takeovers' 'disclosure Obligations']
['corporations Law' 'equity'] ['schemes of Arrangement' 'arrangements and Reconstructions' 'shareholder Meeting Convening' 'takeovers' 'disclosure Obligations']

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Procedural Posture

Scheme of Arrangement Application / First Court Hearing

Legal Issues

  1. 1 ['Whether requirements for convening scheme meeting under s 411 of Corporations Act 2001 (Cth) are satisfied' 'Whether scheme booklet should be approved for distribution']

Ratio Decidendi

The requirements for convening a meeting of members to consider the proposed scheme under s 411 of the Corporations Act 2001 (Cth) have been satisfied, including proper disclosure, addressing performance risk, break fee, exclusivity, and directors' interests. Accordingly, the Court has power to and should make orders convening the scheme meeting and approving the scheme booklet for distribution.

Court Disposition

Orders made convening scheme meeting and approving scheme booklet for distribution

Orders

  • ["Bellamy's Australia Limited to convene a meeting of its members to consider and, if thought fit, approve a scheme of arrangement." 'Scheme booklet approved for distribution to members.']