Cranswick Premium Wines Limited [2002] FCA 1624

Cranswick Premium Wines Limited [2002] FCA 1624

The proposed schemes of arrangement between Cranswick and its shareholders, optionholders and noteholders are appropriate for consideration at convened meetings, as all procedural requirements are met, statutory disclosures have been or will be made, class composition is apt, the ASIC does not (at this stage) object, and there are no apparent reasons to doubt fairness or propriety. Orders should be made for the convening of separate scheme meetings as proposed.

Parties
Applicant: Cranswick Premium Wines Limited; Third Party to Scheme, Scheme Counterpart: Evans & Tate Limited
Jurisdiction
Australia
Judgment Date
24 December 2002
Procedural Posture
Corporations – Scheme of Arrangement Application / First Court Hearing / Directions Regarding Convening Meetings Under S 411
Outcome
Orders made to convene scheme meetings for shareholders, optionholders and noteholders under s 411(1)
Legal Topics
Schemes of Arrangement, Shareholder Meetings, Solvent Merger, Deeds Poll, ASIC Approval/dispensation, Takeover Alternatives, Employee Option Plan, Convertible Notes
Corporations Law Schemes of Arrangement Shareholder Meetings Solvent Merger Deeds Poll ASIC Approval/dispensation Takeover Alternatives Employee Option Plan +1 more

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Parties

Cranswick Premium Wines Limited

Applicant

Evans & Tate Limited

Third Party to Scheme, Scheme Counterpart

Procedural Posture

Corporations – Scheme of Arrangement Application / First Court Hearing / Directions Regarding Convening Meetings Under S 411

Legal Issues

  1. 1 Should orders be made to convene meetings of shareholders, optionholders and noteholders to consider proposed solvent schemes of arrangement for purposes of a solvent merger under s 411?
  2. 2 Are the schemes of arrangement fit for consideration, meeting statutory and policy requirements?

Ratio Decidendi

The proposed schemes of arrangement between Cranswick and its shareholders, optionholders and noteholders are appropriate for consideration at convened meetings, as all procedural requirements are met, statutory disclosures have been or will be made, class composition is apt, the ASIC does not (at this stage) object, and there are no apparent reasons to doubt fairness or propriety. Orders should be made for the convening of separate scheme meetings as proposed.

Court Disposition

Orders made to convene scheme meetings for shareholders, optionholders and noteholders under s 411(1)

Orders

  • Order for Cranswick to convene a meeting of shareholders to consider and, if thought fit, agree to the proposed scheme of arrangement (details per Order 1).
  • Order for Cranswick to convene a meeting of optionholders to consider and, if thought fit, agree to the proposed scheme of arrangement (details per Order 1).