In the matter of CSG Limited (No 2) [2020] NSWSC 39

In the matter of CSG Limited (No 2) [2020] NSWSC 39

The scheme of arrangement is approved as fair and reasonable; all procedural requirements are met, there is no evidence of shareholder opposition or oppression, regulatory approvals have been demonstrated, and an exemption under s 411(12) from compliance with s 411(11) is appropriate given the circumstances.

Parties
Plaintiff: CSG Limited; Interested Party: Fuji Xerox Asia Pacific Pte Ltd
Jurisdiction
Australia
Judgment Date
05 February 2020
Procedural Posture
Scheme of Arrangement / Approval (second Court Hearing)
Outcome
Scheme approved; exemption granted from s 411(11) compliance; orders to be entered forthwith.
Legal Topics
Scheme of Arrangement, Approval of Scheme Under Corporations Act 2001 (cth) S 411(4)(b), Procedural Compliance, Regulatory Conditions Precedent
Corporations Law Scheme of Arrangement Approval of Scheme Under Corporations Act 2001 (cth) S 411(4)(b) Procedural Compliance Regulatory Conditions Precedent

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Parties

CSG Limited

Plaintiff

Fuji Xerox Asia Pacific Pte Ltd

Interested Party

Procedural Posture

Scheme of Arrangement / Approval (second Court Hearing)

Legal Issues

  1. 1 Whether the scheme of arrangement should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth)
  2. 2 Whether procedural and substantive fairness requirements are met
  3. 3 Whether exemption under s 411(12) from compliance with s 411(11) is appropriate

Ratio Decidendi

The scheme of arrangement is approved as fair and reasonable; all procedural requirements are met, there is no evidence of shareholder opposition or oppression, regulatory approvals have been demonstrated, and an exemption under s 411(12) from compliance with s 411(11) is appropriate given the circumstances.

Court Disposition

Scheme approved; exemption granted from s 411(11) compliance; orders to be entered forthwith.

Orders

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