Bulletproof Group Limited, in the matter of Bulletproof Group Limited [2018] FCA 497

Bulletproof Group Limited, in the matter of Bulletproof Group Limited [2018] FCA 497

The Court was satisfied that Bulletproof was a Part 5.1 body, that the proposed scheme was an arrangement for s 411(1) purposes, that the formal requirements preliminary to convening a meeting had been complied with, and that the scheme was sufficiently disclosed and appropriately structured so that the Court would...

Source-derived case information.

Jurisdiction
Australia
Judgment Date
10 April 2018
Procedural Posture
Corporations Act Scheme of Arrangement Proceeding / First Court Hearing; Application for Orders to Convene a Meeting of Members Under S 411(1) of the Corporations Act 2001 (cth)
Outcome
Orders made convening the scheme meeting and approving related procedural steps; proceeding adjourned to 25 May 2018.
Legal Topics
['scheme of Arrangement' "order to Convene Members' Meeting" 'scheme Booklet and Explanatory Statement' 'independent Expert Report' 'exclusivity Provisions' 'break Fee' 'employee Incentive Plans']
['corporations Law'] ['scheme of Arrangement' "order to Convene Members' Meeting" 'scheme Booklet and Explanatory Statement' 'independent Expert Report' 'exclusivity Provisions' 'break Fee' 'employee Incentive Plans']

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Procedural Posture

Corporations Act Scheme of Arrangement Proceeding / First Court Hearing; Application for Orders to Convene a Meeting of Members Under S 411(1) of the Corporations Act 2001 (cth)

Legal Issues

  1. 1 ['Whether Bulletproof was a Part 5.1 body and the proposed scheme was an arrangement for the purposes of s 411(1) of the Corporations Act 2001 (Cth).' 'Whether the formal requirements preliminary to convening a scheme meeting under s 411(1) had been satisfied.' 'Whether the proposed scheme was of such a nature and cast in such terms that, if approved by the requisite statutory majorities, the Court would be likely to approve it on an unopposed application.' 'Whether the scheme booklet, independent expert report, scheme implementation deed provisions, break fee, employee incentive plan treatment and performance risk matters disclosed any reason not to convene the meeting.']

Ratio Decidendi

The Court was satisfied that Bulletproof was a Part 5.1 body, that the proposed scheme was an arrangement for s 411(1) purposes, that the formal requirements preliminary to convening a meeting had been complied with, and that the scheme was sufficiently disclosed and appropriately structured so that the Court would be likely to approve it on an unopposed second court application if the requisite statutory majorities approved it. Orders convening the scheme meeting and related procedural orders were therefore made.

Court Disposition

Orders made convening the scheme meeting and approving related procedural steps; proceeding adjourned to 25 May 2018.

Orders

  • ['Pursuant to s 411(1) of the Corporations Act 2001 (Cth), a meeting of holders of ordinary shares of Bulletproof Group Limited was convened to consider and, if thought fit, agree to the scheme of arrangement.' 'The scheme meeting was ordered to be held on Friday, 18 May 2018 at Level 17, 60 Margaret Street, Sydney...