In the matter of Bigtincan Holdings Limited [2025] NSWSC 140

In the matter of Bigtincan Holdings Limited [2025] NSWSC 140

The Court was satisfied that all statutory requirements for convening scheme meetings under s 411 of the Corporations Act 2001 (Cth) were met, including proper disclosure, scheme bona fides, sufficiency of meeting class composition, and funding arrangements. Accordingly, orders were made for convening and holding scheme meetings.

Parties
Plaintiff: Bigtincan Holdings Limited; Bidder: Big Wombat Pty Ltd (Vector BidCo)
Jurisdiction
Australia
Judgment Date
05 March 2025
Procedural Posture
Scheme of Arrangement Application / First Court Hearing – Orders Convening Scheme Meetings
Outcome
Orders made for convening scheme meetings and associated orders as sought by the Plaintiff.
Legal Topics
Schemes of Arrangement, Arrangements and Reconstructions, Company Takeovers, Optionholder Meetings, Break Fees
Corporations Law Equity Schemes of Arrangement Arrangements and Reconstructions Company Takeovers Optionholder Meetings Break Fees

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Parties

Bigtincan Holdings Limited

Plaintiff

Big Wombat Pty Ltd (Vector BidCo)

Bidder

Procedural Posture

Scheme of Arrangement Application / First Court Hearing – Orders Convening Scheme Meetings

Legal Issues

  1. 1 Whether requirements for ordering scheme meetings under s 411 Corporations Act 2001 (Cth) are satisfied
  2. 2 Whether schemes are bona fide and properly proposed
  3. 3 Adequacy of disclosure and explanatory statement

Ratio Decidendi

The Court was satisfied that all statutory requirements for convening scheme meetings under s 411 of the Corporations Act 2001 (Cth) were met, including proper disclosure, scheme bona fides, sufficiency of meeting class composition, and funding arrangements. Accordingly, orders were made for convening and holding scheme meetings.

Court Disposition

Orders made for convening scheme meetings and associated orders as sought by the Plaintiff.

Orders

  • Meeting of shareholders of Bigtincan Holdings Limited to consider Share Scheme ordered
  • Meeting of holders of OTM Options to consider Option Scheme ordered