David Jones Limited, in the matter of David Jones Limited [2014] FCA 530

David Jones Limited, in the matter of David Jones Limited [2014] FCA 530

The Court was satisfied that David Jones was a Part 5.1 body, ASIC had been served and did not oppose, the Scheme was a conventional acquisition scheme, performance risk was managed in the usual way, the Break Fee and exclusivity provisions were not an impediment to the orders sought, due diligence and verification processes were adequate, proposed chairpersons were suitable, and the email notification would be amended so that access to the Scheme Booklet preceded the invitation to vote. Accordingly, orders and directions under ss 411(1) and 1319 of the Corporations Act were made.

Jurisdiction
Australia
Judgment Date
22 May 2014
Procedural Posture
Corporations Act Scheme of Arrangement Application / First Court Hearing for Orders to Convene Scheme Meeting Under S 411(1) and Directions Under S 1319
Outcome
Application granted; orders and directions made to convene and conduct the Scheme Meeting and stand the proceeding over for any scheme approval application.
Legal Topics
['scheme of Arrangement' 'convening of Scheme Meeting' 'break Fee and Exclusivity Provisions' 'foreign Law Advice on Deed Poll Execution' 'electronic Notification to Shareholders']
['corporations Law'] ['scheme of Arrangement' 'convening of Scheme Meeting' 'break Fee and Exclusivity Provisions' 'foreign Law Advice on Deed Poll Execution' 'electronic Notification to Shareholders']

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Procedural Posture

Corporations Act Scheme of Arrangement Application / First Court Hearing for Orders to Convene Scheme Meeting Under S 411(1) and Directions Under S 1319

Legal Issues

  1. 1 ['Whether David Jones was a Part 5.1 body and the formal requirements of s 411(2) of the Corporations Act 2001 (Cth) had been met.' 'Whether the proposed acquisition scheme was of a kind suitable for orders convening a shareholder meeting under s 411(1).' 'Whether the Break Fee and exclusivity provisions were an impediment to granting the orders sought.' 'Whether performance risk was adequately managed, including through payment of consideration into a trust account and a deed poll by the Bidder and Woolworths.' 'Whether the proposed email notification to shareholders appropriately gave access to the Scheme Booklet before inviting voting action.']

Ratio Decidendi

The Court was satisfied that David Jones was a Part 5.1 body, ASIC had been served and did not oppose, the Scheme was a conventional acquisition scheme, performance risk was managed in the usual way, the Break Fee and exclusivity provisions were not an impediment to the orders sought, due diligence and verification processes were adequate, proposed chairpersons were suitable, and the email notification would be amended so that access to the Scheme Booklet preceded the invitation to vote. Accordingly, orders and directions under ss 411(1) and 1319 of the Corporations Act were made.

Court Disposition

Application granted; orders and directions made to convene and conduct the Scheme Meeting and stand the proceeding over for any scheme approval application.

Orders

  • ['Pursuant to subsection 411(1) and section 1319 of the Corporations Act 2001 (Cth), David Jones Limited convene and hold a meeting of Scheme Shareholders to consider and, if thought fit, agree to the Scheme.' 'The Scheme Meeting be held on 30 June 2014 at the Wesley Conference Centre, 220 Pitt Street Sydney, New...