In the matter of Class Limited [2022] NSWSC 22

In the matter of Class Limited [2022] NSWSC 22

The Court is satisfied that the requirements for convening a scheme meeting under s 411 of the Corporations Act 2001 (Cth) are met: Class Limited is a Pt 5.1 body, the scheme is an arrangement within s 411, proper disclosure is provided, the scheme is bona fide, ASIC has had an opportunity to be heard, and there is no reason not to convene the meeting.

Parties
Plaintiff: Class Limited; Acquirer: HUB24 Ltd
Jurisdiction
Australia
Judgment Date
20 January 2022
Procedural Posture
Corporations Scheme of Arrangement / First Court Hearing Orders Sought to Convene Scheme Meeting and Approve Scheme Booklet
Outcome
Order made convening scheme meeting and approving the scheme booklet for distribution to shareholders.
Legal Topics
Schemes of Arrangement, Mergers and Acquisitions, Shareholder Meetings, Disclosure Requirements, Break Fees, Exclusivity Provisions, Virtual Meetings
Corporations Law Equity Schemes of Arrangement Mergers and Acquisitions Shareholder Meetings Disclosure Requirements Break Fees Exclusivity Provisions +1 more

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Parties

Class Limited

Plaintiff

HUB24 Ltd

Acquirer

Procedural Posture

Corporations Scheme of Arrangement / First Court Hearing Orders Sought to Convene Scheme Meeting and Approve Scheme Booklet

Legal Issues

  1. 1 Whether the requirements for convening a scheme meeting under s 411 of the Corporations Act 2001 (Cth) are satisfied
  2. 2 Whether the scheme booklet provides proper disclosure to shareholders
  3. 3 Whether scheme is bona fide and properly proposed

Ratio Decidendi

The Court is satisfied that the requirements for convening a scheme meeting under s 411 of the Corporations Act 2001 (Cth) are met: Class Limited is a Pt 5.1 body, the scheme is an arrangement within s 411, proper disclosure is provided, the scheme is bona fide, ASIC has had an opportunity to be heard, and there is no reason not to convene the meeting.

Court Disposition

Order made convening scheme meeting and approving the scheme booklet for distribution to shareholders.

Orders

  • Scheme meeting of Class Limited shareholders to be convened to consider and, if thought fit, to agree to the proposed scheme of arrangement with HUB24 Ltd.
  • Scheme booklet approved for distribution to shareholders.