In the matter of CIC Australia Limited (No 2) [2015] NSWSC 1314

In the matter of CIC Australia Limited (No 2) [2015] NSWSC 1314

The scheme of arrangement was validly approved by the requisite majority in number and value at the scheme meeting, all procedural requirements were satisfied, ASIC did not object, there was no substantive opposition from minority shareholders, and there was no unfair prejudice to minorities or to creditors. Accordingly, the scheme was properly approved.

Jurisdiction
Australia
Judgment Date
15 May 2015
Procedural Posture
Scheme of Arrangement Approval / Second Hearing for Scheme Approval
Outcome
Scheme of arrangement approved.
Legal Topics
['schemes of Arrangement' 'share Buy Back' 'court Approval Procedure' 'protection of Minority Shareholders']
['corporations Law' 'equity'] ['schemes of Arrangement' 'share Buy Back' 'court Approval Procedure' 'protection of Minority Shareholders']

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Procedural Posture

Scheme of Arrangement Approval / Second Hearing for Scheme Approval

Legal Issues

  1. 1 ['Whether procedural requirements for approval of scheme of arrangement under s 411 of the Corporations Act 2001 (Cth) were satisfied.' 'Whether court should approve the scheme of arrangement.' 'Whether minority shareholders are treated fairly under the scheme.' 'Whether the scheme prejudices the company’s ability to pay its creditors.' 'Whether ASIC objects to the scheme.']

Ratio Decidendi

The scheme of arrangement was validly approved by the requisite majority in number and value at the scheme meeting, all procedural requirements were satisfied, ASIC did not object, there was no substantive opposition from minority shareholders, and there was no unfair prejudice to minorities or to creditors. Accordingly, the scheme was properly approved.

Court Disposition

Scheme of arrangement approved.

Orders

  • ['Scheme of arrangement between plaintiff and holders of fully paid ordinary shares (other than Peet Limited) is approved under s 411(4)(b) Corporations Act 2001 (Cth).' 'Plaintiff to lodge a copy of the approved scheme with ASIC when lodging these orders.' 'Plaintiff exempted from compliance with s 411(11) in...