In the matter of Coca-Cola Amatil Limited [2021] NSWSC 489

In the matter of Coca-Cola Amatil Limited [2021] NSWSC 489

The scheme was approved because the procedural requirements were satisfied, ASIC had provided a no-objection letter, the conditions precedent had been satisfied or waived other than Court approval, Independent Amatil Shareholders approved the scheme by the requisite statutory majorities, there was no reason to doubt good faith or proper purpose, the independent expert concluded the scheme was fair and reasonable, there was full and fair disclosure, and there was no oppression, public policy objection or adverse effect on other groups warranting refusal of approval.

Jurisdiction
Australia
Judgment Date
07 May 2021
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) for Orders Approving a Scheme of Arrangement / Second Court Hearing
Outcome
Orders made approving the scheme of arrangement.
Legal Topics
['schemes of Arrangement' 'arrangements and Reconstructions' 'court Approval Under S 411(4)(b) of the Corporations Act 2001 (cth)' 'shareholder Voting and Statutory Majorities' 'asic No Objection Letter']
['corporations Law'] ['schemes of Arrangement' 'arrangements and Reconstructions' 'court Approval Under S 411(4)(b) of the Corporations Act 2001 (cth)' 'shareholder Voting and Statutory Majorities' 'asic No Objection Letter']

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Procedural Posture

Application Under S 411 of the Corporations Act 2001 (cth) for Orders Approving a Scheme of Arrangement / Second Court Hearing

Legal Issues

  1. 1 ['Whether the procedural requirements for approval of the scheme of arrangement had been satisfied.' "Whether the scheme of arrangement should be approved in the Court's discretion under s 411(4)(b) of the Corporations Act 2001 (Cth)." 'Whether the scheme was fair and reasonable and not oppressive or contrary to public policy.']

Ratio Decidendi

The scheme was approved because the procedural requirements were satisfied, ASIC had provided a no-objection letter, the conditions precedent had been satisfied or waived other than Court approval, Independent Amatil Shareholders approved the scheme by the requisite statutory majorities, there was no reason to doubt good faith or proper purpose, the independent expert concluded the scheme was fair and reasonable, there was full and fair disclosure, and there was no oppression, public policy objection or adverse effect on other groups warranting refusal of approval.

Court Disposition

Orders made approving the scheme of arrangement.

Orders

  • ['Orders sought by Amatil were made at the second Court hearing on 20 April 2021.' 'The scheme of arrangement was approved.' 'The definition of Excluded Shareholders in the orders was amended to refer to Coca-Cola Holdings (Overseas) Ltd.' 'Amatil was exempted from compliance with s 411(11) of the Corporations Act...