Challenger International Ltd [2003] FCA 911

Challenger International Ltd [2003] FCA 911

The schemes of arrangement are approved because all relevant formalities have been satisfied or remedied, no substantial injustice would result from irregularities or explanatory errors, and the scheme type falls within the statutory definition.

Parties
Plaintiff: Challenger International Limited; CPH Management Limited
Jurisdiction
Australia
Judgment Date
27 June 2003
Procedural Posture
Application / Final Approval of Scheme of Arrangement
Outcome
approved
Legal Topics
Scheme of Arrangement, Company Members, Approval Process, Exemption Under Corporations Act S 411(11)
Corporations Law Scheme of Arrangement Company Members Approval Process Exemption Under Corporations Act S 411(11)

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Parties

Challenger International Limited

Plaintiff

CPH Management Limited

Procedural Posture

Application / Final Approval of Scheme of Arrangement

Legal Issues

  1. 1 Whether the Scheme of Arrangement with shareholders, optionholders, and noteholders should be approved
  2. 2 Whether an irregularity in service or explanatory memorandum error is a barrier to approval
  3. 3 Whether a 'transfer scheme' falls within the statutory description of arrangement between company and members

Ratio Decidendi

The schemes of arrangement are approved because all relevant formalities have been satisfied or remedied, no substantial injustice would result from irregularities or explanatory errors, and the scheme type falls within the statutory definition.

Court Disposition

approved

Orders

  • The Scheme of Arrangement between the plaintiff and its ordinary shareholders is approved.
  • The Scheme of Arrangement between the plaintiff and its optionholders is approved.