In the matter of Cenntro Electric Group Ltd [2024] NSWSC 180
The scheme of arrangement was approved because all statutory requirements under s 411 of the Corporations Act 2001 (Cth) were satisfied, procedural irregularities were non-material, the scheme resolution was passed by requisite majorities, conditions precedent were met, and ASIC did not object.
- Jurisdiction
- Australia
- Judgment Date
- 29 February 2024
- Procedural Posture
- Scheme of Arrangement Approval / Final Approval Hearing
- Outcome
- Scheme of arrangement approved
- Legal Topics
- ['schemes of Arrangement' 'redomiciliation' 'procedural Irregularities' 'shareholder Meetings']
Case Brief
Summary, issues, holding and outcome
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Procedural Posture
Scheme of Arrangement Approval / Final Approval Hearing
Legal Issues
- 1 ['Whether the scheme of arrangement satisfies statutory requirements under s 411 of the Corporations Act 2001 (Cth)' 'Whether procedural irregularities invalidate the meeting or the scheme' 'Whether conditions precedent of the scheme have been met' 'Whether exemption under s 3(a)(10) of the Securities Act of 1933 (US) applies']
Ratio Decidendi
The scheme of arrangement was approved because all statutory requirements under s 411 of the Corporations Act 2001 (Cth) were satisfied, procedural irregularities were non-material, the scheme resolution was passed by requisite majorities, conditions precedent were met, and ASIC did not object.
Court Disposition
Scheme of arrangement approved
Orders
- ['The scheme of arrangement between Cenntro Electric Group Limited and its shareholders is approved.' 'CEG exempted from annexing orders to constitution under s 411(12).']
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