In the matter of Crestone Holdings Limited [2022] NSWSC 433

In the matter of Crestone Holdings Limited [2022] NSWSC 433

The Court was satisfied all formal requirements for convening a scheme meeting under s 411 of the Corporations Act were met, including proper disclosure in the scheme booklet, and that the scheme, including the Earn Out Scheme Consideration, was bona fide and properly proposed with no apparent reason not to refer it to shareholders for approval. Orders were made convening the scheme meeting and approving the scheme booklet for distribution.

Parties
Plaintiff: Crestone Holdings Limited; Bidder: LGT Holdings (Australia) Pty Ltd
Jurisdiction
Australia
Judgment Date
12 April 2022
Procedural Posture
Scheme of Arrangement Under Corporations Act S 411 / First Court Hearing – Application to Convene Scheme Meeting and Approve Scheme Booklet
Outcome
Orders made granting the application to convene a scheme meeting and approving the scheme booklet for distribution to shareholders.
Legal Topics
Schemes of Arrangement, Disclosure to Members, Earn Out Consideration, Performance Risk, Exclusivity Provisions, Break Fee
Corporations Law Equity Schemes of Arrangement Disclosure to Members Earn Out Consideration Performance Risk Exclusivity Provisions Break Fee

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Parties

Crestone Holdings Limited

Plaintiff

LGT Holdings (Australia) Pty Ltd

Bidder

Procedural Posture

Scheme of Arrangement Under Corporations Act S 411 / First Court Hearing – Application to Convene Scheme Meeting and Approve Scheme Booklet

Legal Issues

  1. 1 Whether requirements for convening a scheme meeting under s 411 Corporations Act are satisfied
  2. 2 Whether scheme booklet provides proper disclosure
  3. 3 Whether conditions of the Earn Out Scheme Consideration are appropriate and adequately disclosed

Ratio Decidendi

The Court was satisfied all formal requirements for convening a scheme meeting under s 411 of the Corporations Act were met, including proper disclosure in the scheme booklet, and that the scheme, including the Earn Out Scheme Consideration, was bona fide and properly proposed with no apparent reason not to refer it to shareholders for approval. Orders were made convening the scheme meeting and approving the scheme booklet for distribution.

Court Disposition

Orders made granting the application to convene a scheme meeting and approving the scheme booklet for distribution to shareholders.

Orders

  • Order convening scheme meeting of Crestone Holdings Limited shareholders pursuant to s 411 of the Corporations Act 2001 (Cth)
  • Order approving scheme booklet for distribution to shareholders