Clemenger Group Limited, in the matter of Clemenger Group Limited [2023] FCA 815

Clemenger Group Limited, in the matter of Clemenger Group Limited [2023] FCA 815

The scheme of arrangement is fit for consideration by shareholders, as it is not so unfair or inappropriate as to warrant refusal at this stage, and all procedural disclosure and notification requirements have been substantially met; accordingly, the meeting should be convened.

Jurisdiction
Australia
Judgment Date
18 July 2023
Procedural Posture
Corporations Scheme of Arrangement / First Court Hearing (application to Convene Scheme Meeting Under S 411(1) Corporations Act)
Outcome
Orders made: Meeting of Class A and Class C shareholders to consider the scheme of arrangement convened; ancillary orders for conduct of meeting and distribution of explanatory materials.
Legal Topics
['scheme of Arrangement' 'corporate Restructuring' 'share Acquisition' 'convening Shareholder Meeting']
['corporations Law'] ['scheme of Arrangement' 'corporate Restructuring' 'share Acquisition' 'convening Shareholder Meeting']

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Procedural Posture

Corporations Scheme of Arrangement / First Court Hearing (application to Convene Scheme Meeting Under S 411(1) Corporations Act)

Legal Issues

  1. 1 ['Whether the proposed scheme of arrangement should proceed to a meeting of shareholders under s 411(1) of the Corporations Act 2001 (Cth)' 'Whether the scheme is fit for consideration by shareholders' 'Whether the meeting can be attended jointly by Class A and Class C shareholders' 'Whether disclosure in the scheme booklet complies with legal requirements']

Ratio Decidendi

The scheme of arrangement is fit for consideration by shareholders, as it is not so unfair or inappropriate as to warrant refusal at this stage, and all procedural disclosure and notification requirements have been substantially met; accordingly, the meeting should be convened.

Court Disposition

Orders made: Meeting of Class A and Class C shareholders to consider the scheme of arrangement convened; ancillary orders for conduct of meeting and distribution of explanatory materials.

Orders

  • ['Plaintiff to convene meeting of A Class and C Class shareholders to consider and approve the proposed scheme of arrangement.' 'Chairperson of the Scheme Meeting appointed (Mr Hylton Mackley or, failing him, Mr Adrian Ciabotti).' 'Distribution of scheme booklet and proxy form to all Scheme Shareholders via...