Clemenger Group Limited, in the matter of Clemenger Group Limited (No 2) [2023] FCA 974

Clemenger Group Limited, in the matter of Clemenger Group Limited (No 2) [2023] FCA 974

The Scheme satisfied all statutory and procedural requirements, was overwhelmingly supported by Scheme Shareholders, with evidence of proper notice and disclosure, and was found to be fair and reasonable, with the court ordering approval of the Scheme and granting the exemption sought under s 411(12).

Parties
Plaintiff: Clemenger Group Limited; Bidder: Portview
Jurisdiction
Australia
Judgment Date
17 August 2023
Procedural Posture
Corporations – Scheme of Arrangement / Second Court Hearing on Application for Approval Under S 411(1)(b) of the Corporations Act 2001 (cth)
Outcome
Scheme of arrangement approved; exemption granted from s 411(11); confidentiality order for annexure; orders entered forthwith.
Legal Topics
Scheme of Arrangement, Shareholder Meetings, Court Approval of Schemes
Corporations Law Scheme of Arrangement Shareholder Meetings Court Approval of Schemes

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Parties

Clemenger Group Limited

Plaintiff

Portview

Bidder

Procedural Posture

Corporations – Scheme of Arrangement / Second Court Hearing on Application for Approval Under S 411(1)(b) of the Corporations Act 2001 (cth)

Legal Issues

  1. 1 Whether the procedural and statutory requirements for approval of the scheme of arrangement have been satisfied
  2. 2 Whether the scheme is fair and reasonable
  3. 3 Whether full and fair disclosure has been made to members

Ratio Decidendi

The Scheme satisfied all statutory and procedural requirements, was overwhelmingly supported by Scheme Shareholders, with evidence of proper notice and disclosure, and was found to be fair and reasonable, with the court ordering approval of the Scheme and granting the exemption sought under s 411(12).

Court Disposition

Scheme of arrangement approved; exemption granted from s 411(11); confidentiality order for annexure; orders entered forthwith.

Orders

  • Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth), the Scheme is approved.
  • Pursuant to s 411(12) of the Act, the plaintiff is exempted from compliance with s 411(11) of the Act in relation to the Scheme.