Bulletproof Group Limited, in the matter of Bulletproof Group Limited (No 2) [2018] FCA 868

Bulletproof Group Limited, in the matter of Bulletproof Group Limited (No 2) [2018] FCA 868

The scheme was approved because the members' meeting had been convened and held in accordance with the earlier orders, the resolution was passed by the majorities required by s 411(4), the directors unanimously recommended the scheme in the absence of a superior proposal, the independent expert considered the scheme reasonable and in the best interests of members, no person opposed the scheme, ASIC had no objection under s 411(17)(b), and all conditions precedent had been satisfied or waived.

Jurisdiction
Australia
Judgment Date
25 May 2018
Procedural Posture
Corporations Scheme of Arrangement / Second Court Hearing Application for Approval
Outcome
Scheme of arrangement approved and plaintiff exempted from compliance with s 411(11) of the Corporations Act 2001 (Cth) in relation to the scheme.
Legal Topics
['scheme of Arrangement' 'approval Under S 411(4)(b) of the Corporations Act 2001 (cth)' 'exemption Under S 411(12) of the Corporations Act 2001 (cth)' 'member Meeting and Voting Requirements' 'affidavit Evidence in Scheme Approval Applications']
['corporations Law'] ['scheme of Arrangement' 'approval Under S 411(4)(b) of the Corporations Act 2001 (cth)' 'exemption Under S 411(12) of the Corporations Act 2001 (cth)' 'member Meeting and Voting Requirements' 'affidavit Evidence in Scheme Approval Applications']

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Procedural Posture

Corporations Scheme of Arrangement / Second Court Hearing Application for Approval

Legal Issues

  1. 1 ['Whether the scheme of arrangement between Bulletproof Group Limited and its members should be approved pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether the meeting of members had been convened and held in accordance with the orders made on 10 April 2018.' 'Whether the requirements of s 411(4) of the Corporations Act 2001 (Cth) were met.' 'Whether the plaintiff should be exempt from compliance with s 411(11) of the Corporations Act 2001 (Cth) in relation to the scheme.']

Ratio Decidendi

The scheme was approved because the members' meeting had been convened and held in accordance with the earlier orders, the resolution was passed by the majorities required by s 411(4), the directors unanimously recommended the scheme in the absence of a superior proposal, the independent expert considered the scheme reasonable and in the best interests of members, no person opposed the scheme, ASIC had no objection under s 411(17)(b), and all conditions precedent had been satisfied or waived.

Court Disposition

Scheme of arrangement approved and plaintiff exempted from compliance with s 411(11) of the Corporations Act 2001 (Cth) in relation to the scheme.

Orders

  • ['Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth), the scheme of arrangement between the plaintiff and its members set out in Appendix 3 of Exhibit A be approved.' 'Pursuant to s 411(12) of the Corporations Act 2001 (Cth), the plaintiff be exempt from compliance with s 411(11) of the Act in relation to...