Choiseul Investments Limited, in the matter of Choiseul Investments [2010] FCA 1189

Choiseul Investments Limited, in the matter of Choiseul Investments [2010] FCA 1189

Associates of Milton are not a separate class for the purposes of voting on the Scheme; fairness will be considered at the second hearing by tallying votes, and performance risk is sufficiently addressed by amendments to the Merger Implementation Agreement. Court orders convening the Scheme meeting.

Parties
Plaintiff: Choiseul Investments Limited; Scheme Participant/excluded Shareholder: Milton Corporation Limited
Jurisdiction
Australia
Judgment Date
21 October 2010
Procedural Posture
Scheme of Arrangement Application / First Court Hearing
Outcome
Application granted for orders convening a Scheme meeting.
Legal Topics
Scheme of Arrangement, Shareholder Classes, Performance Risk
Corporations Equity Scheme of Arrangement Shareholder Classes Performance Risk

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Parties

Choiseul Investments Limited

Plaintiff

Milton Corporation Limited

Scheme Participant/excluded Shareholder

Procedural Posture

Scheme of Arrangement Application / First Court Hearing

Legal Issues

  1. 1 Should certain Scheme participants (associates of Milton) constitute a separate class of shareholders?
  2. 2 Is there a performance risk for Scheme participants regarding the Scheme consideration in the form of shares?
  3. 3 Should Court convene the Scheme meeting?

Ratio Decidendi

Associates of Milton are not a separate class for the purposes of voting on the Scheme; fairness will be considered at the second hearing by tallying votes, and performance risk is sufficiently addressed by amendments to the Merger Implementation Agreement. Court orders convening the Scheme meeting.

Court Disposition

Application granted for orders convening a Scheme meeting.

Orders

  • Plaintiff to convene Scheme meeting of ordinary shareholders (excluding Milton and its related bodies corporate) to consider approving Scheme of Arrangement.
  • Scheme meeting to be held on 26 November 2010 at 12:15pm at Macquarie Graduate School of Management, Sydney.