CW Group Holdings Limited, in the matter of CW Group Holdings Limited (No 2) [2025] FCA 43

CW Group Holdings Limited, in the matter of CW Group Holdings Limited (No 2) [2025] FCA 43

All statutory and procedural requirements for the scheme of arrangement have been satisfied, the scheme was approved by the requisite shareholder majorities and supported by directors and an independent expert, ASIC has issued a statement of no objection, and no opposition has been filed; thus, it is appropriate to approve the scheme.

Parties
Plaintiff: CW Group Holdings Limited; Other Party: Sigma Healthcare Limited
Jurisdiction
Australia
Judgment Date
03 February 2025
Procedural Posture
Corporations – Scheme of Arrangement / Second Court Hearing – Application for Approval of Scheme
Outcome
Scheme of arrangement approved; exemption from compliance with s 411(11) of the Corporations Act granted.
Legal Topics
Scheme of Arrangement, Court Approval, Statutory and Procedural Compliance, Discretion to Approve Scheme
Corporations Law Scheme of Arrangement Court Approval Statutory and Procedural Compliance Discretion to Approve Scheme

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Parties

CW Group Holdings Limited

Plaintiff

Sigma Healthcare Limited

Other Party

Procedural Posture

Corporations – Scheme of Arrangement / Second Court Hearing – Application for Approval of Scheme

Legal Issues

  1. 1 Whether all statutory and procedural requirements for approval of the scheme have been satisfied
  2. 2 Whether the scheme is fair and reasonable and should be approved by the Court

Ratio Decidendi

All statutory and procedural requirements for the scheme of arrangement have been satisfied, the scheme was approved by the requisite shareholder majorities and supported by directors and an independent expert, ASIC has issued a statement of no objection, and no opposition has been filed; thus, it is appropriate to approve the scheme.

Court Disposition

Scheme of arrangement approved; exemption from compliance with s 411(11) of the Corporations Act granted.

Orders

  • Pursuant to s 411(4)(b) of the Corporations Act, the Scheme is approved.
  • Pursuant to s 411(12) of the Corporations Act, CWG is exempted from compliance with s 411(11) in respect of the Scheme.