In the matter of Bellamy’s Australia Limited [2019] NSWSC 1889

In the matter of Bellamy’s Australia Limited [2019] NSWSC 1889

The Court approved the scheme because the evidence established substantial compliance with the convening orders, the omission in the initial dispatch of materials was not material, the scheme was approved by the requisite majorities, excluded shares were not voted, ASIC had no objection, FIRB had confirmed no Commonwealth objection, the scheme was one that an intelligent and honest shareholder properly informed and acting alone might approve, and no matter warranted refusal of approval.

Jurisdiction
Australia
Judgment Date
23 December 2019
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) for Orders Approving a Scheme of Arrangement / Second Court Hearing
Outcome
Orders made approving the scheme of arrangement.
Legal Topics
['schemes of Arrangement' 'arrangements and Reconstructions' 'court Approval of Scheme' 'shareholder Meetings' 'foreign Investment Review Board Approval']
['corporations'] ['schemes of Arrangement' 'arrangements and Reconstructions' 'court Approval of Scheme' 'shareholder Meetings' 'foreign Investment Review Board Approval']

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Procedural Posture

Application Under S 411 of the Corporations Act 2001 (cth) for Orders Approving a Scheme of Arrangement / Second Court Hearing

Legal Issues

  1. 1 ['Whether the proposed scheme of arrangement should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether the statutory voting requirements and other formal requirements for approval of the scheme were satisfied.' 'Whether amendments to the definitions of "Excluded Share" and "Excluded Shareholder" and the description of counterparties to the scheme should be made under s 411(6) of the Corporations Act 2001 (Cth).' 'Whether an exemption order should be made under s 411(12) of the Corporations Act 2001 (Cth).']

Ratio Decidendi

The Court approved the scheme because the evidence established substantial compliance with the convening orders, the omission in the initial dispatch of materials was not material, the scheme was approved by the requisite majorities, excluded shares were not voted, ASIC had no objection, FIRB had confirmed no Commonwealth objection, the scheme was one that an intelligent and honest shareholder properly informed and acting alone might approve, and no matter warranted refusal of approval.

Court Disposition

Orders made approving the scheme of arrangement.

Orders

  • ['Orders under s 411(4) of the Corporations Act 2001 (Cth) approving the proposed scheme of arrangement.' 'Orders under s 411(6) of the Corporations Act 2001 (Cth) amending the definitions of "Excluded Share" and "Excluded Shareholder" and the description of the counterparties to the scheme.' 'Exemption order under...