In the matter of BINGO Industries Limited [2021] NSWSC 911

In the matter of BINGO Industries Limited [2021] NSWSC 911

The statutory, procedural and substantive requirements for a scheme of arrangement under s 411 of the Corporations Act 2001 (Cth) were satisfied, the scheme was considered fair and reasonable, endorsed by the Board and independent expert, no objections were raised, ASIC did not object, and Court's discretion was properly exercised to approve the scheme.

Jurisdiction
Australia
Judgment Date
27 July 2021
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) for Approval of Scheme of Arrangement / Second Court Hearing; Approval of Scheme of Arrangement
Outcome
Orders approving the scheme of arrangement and exempting compliance with s 411(11) of the Corporations Act granted.
Legal Topics
['schemes of Arrangement' 'arrangements and Reconstructions' 'approval of Scheme Under S 411' 'procedural Requirements' 'shareholder Voting' 'fairness of Scheme']
['corporations Law' 'equity'] ['schemes of Arrangement' 'arrangements and Reconstructions' 'approval of Scheme Under S 411' 'procedural Requirements' 'shareholder Voting' 'fairness of Scheme']

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Procedural Posture

Application Under S 411 of the Corporations Act 2001 (cth) for Approval of Scheme of Arrangement / Second Court Hearing; Approval of Scheme of Arrangement

Legal Issues

  1. 1 ['Whether the formal and procedural requirements for approval of the scheme of arrangement under s 411 of the Corporations Act 2001 (Cth) have been satisfied' 'Whether the scheme is fair and reasonable to BINGO shareholders' 'Whether the Court should exercise discretion to approve the scheme']

Ratio Decidendi

The statutory, procedural and substantive requirements for a scheme of arrangement under s 411 of the Corporations Act 2001 (Cth) were satisfied, the scheme was considered fair and reasonable, endorsed by the Board and independent expert, no objections were raised, ASIC did not object, and Court's discretion was properly exercised to approve the scheme.

Court Disposition

Orders approving the scheme of arrangement and exempting compliance with s 411(11) of the Corporations Act granted.

Orders

  • ['Scheme of arrangement between BINGO Industries Limited and its shareholders approved under s 411 of the Corporations Act 2001 (Cth).' 'Order exempting BINGO from compliance with s 411(11) of the Act.']