BigAir Group Limited, in the matter of BigAir Group Limited [2016] FCA 1296

BigAir Group Limited, in the matter of BigAir Group Limited [2016] FCA 1296

The Court was satisfied that the necessary statutory and procedural requirements for convening a scheme meeting had been met, adequate disclosures were made, features of the scheme such as options, performance rights, and lock-up/fee provisions did not give rise to class concerns or unreasonableness, and the scheme was of a kind likely to receive final approval if supported by the requisite shareholder majority.

Parties
Plaintiff: BigAir Group Limited; Other Interested Party: Superloop Limited
Jurisdiction
Australia
Judgment Date
28 October 2016
Procedural Posture
Corporations Scheme of Arrangement / First Court Hearing Re Convening Scheme Meeting; Interlocutory Orders
Outcome
Orders made for meeting of Scheme Shareholders to be convened to consider scheme of arrangement; ancillary orders made as sought.
Legal Topics
Schemes of Arrangement, Court Approval Process, Shareholder Meetings, Takeovers, Exclusivity and Lock Up Provisions, Break Fees
Corporations Law Commercial Law Schemes of Arrangement Court Approval Process Shareholder Meetings Takeovers Exclusivity and Lock Up Provisions Break Fees

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Parties

BigAir Group Limited

Plaintiff

Superloop Limited

Other Interested Party

Procedural Posture

Corporations Scheme of Arrangement / First Court Hearing Re Convening Scheme Meeting; Interlocutory Orders

Legal Issues

  1. 1 Whether the court should order the convening of a meeting of BigAir shareholders (other than Superloop and subsidiaries) for the purpose of considering a scheme of arrangement under s 411(1) of the Corporations Act 2001 (Cth)
  2. 2 Whether the scheme is of a nature and cast in such terms that, if approved by statutory majorities, it is likely to be approved by the Court
  3. 3 Whether disclosure in the explanatory statement is sufficient to inform shareholder voting

Ratio Decidendi

The Court was satisfied that the necessary statutory and procedural requirements for convening a scheme meeting had been met, adequate disclosures were made, features of the scheme such as options, performance rights, and lock-up/fee provisions did not give rise to class concerns or unreasonableness, and the scheme was of a kind likely to receive final approval if supported by the requisite shareholder majority.

Court Disposition

Orders made for meeting of Scheme Shareholders to be convened to consider scheme of arrangement; ancillary orders made as sought.

Orders

  • Plaintiff to convene a scheme meeting of holders of ordinary shares (other than Superloop Limited and subsidiaries) for considering the scheme as set out in Scheme Booklet.
  • Scheme Meeting to be held 7 December 2016 at Level 17, 383 Kent Street, Sydney, commencing 11:00 am.