David Jones Limited, in the matter of David Jones Limited (No 2) [2014] FCA 720

David Jones Limited, in the matter of David Jones Limited (No 2) [2014] FCA 720

Given the practical difficulties in securing the information necessary for an independent expert valuation, and the clear disclosure of circumstances and limitations in the Supplementary Disclosure, the Court was satisfied to order dispatch of the supplementary document to shareholders, reserving assessment of adequacy of information and any collateral benefit for the second court hearing.

Jurisdiction
Australia
Judgment Date
02 July 2014
Procedural Posture
Corporations Scheme of Arrangement / Application for Directions Under S 1319 of the Corporations Act 2001 (cth)
Outcome
Orders made as sought by the plaintiff allowing dispatch of Supplementary Disclosure to shareholders; liberty to apply granted.
Legal Topics
['scheme of Arrangement' 'supplementary Disclosure' 'collateral Benefits' 'expert Valuation' 'shareholder Meeting Directions']
['corporations Law'] ['scheme of Arrangement' 'supplementary Disclosure' 'collateral Benefits' 'expert Valuation' 'shareholder Meeting Directions']

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Procedural Posture

Corporations Scheme of Arrangement / Application for Directions Under S 1319 of the Corporations Act 2001 (cth)

Legal Issues

  1. 1 ['Whether supplementary disclosure to shareholders regarding a collateral benefit is adequate absent an expert valuation of the benefit' 'Whether offering a benefit under a related takeover bid breaches the equal opportunity principle for a scheme of arrangement' 'Whether there is a practical requirement for an expert valuation in these circumstances']

Ratio Decidendi

Given the practical difficulties in securing the information necessary for an independent expert valuation, and the clear disclosure of circumstances and limitations in the Supplementary Disclosure, the Court was satisfied to order dispatch of the supplementary document to shareholders, reserving assessment of adequacy of information and any collateral benefit for the second court hearing.

Court Disposition

Orders made as sought by the plaintiff allowing dispatch of Supplementary Disclosure to shareholders; liberty to apply granted.

Orders

  • ['Pursuant to s 1319 of the Corporations Act 2001 (Cth), Supplementary Disclosure to be dispatched to all ordinary shareholders by 4 July 2014, in accordance with specified methods.' 'Liberty to apply.' 'Orders to be entered forthwith.']