DDH1 Limited, in the matter of DDH1 Limited (No 2) [2023] FCA 1046

DDH1 Limited, in the matter of DDH1 Limited (No 2) [2023] FCA 1046

It was appropriate to approve the despatch of the supplementary explanatory material because a verification process had been undertaken, ASIC had been notified and did not seek to appear to oppose despatch, shareholder communication scripts would be updated, and the proposed material would be amended to address the...

Source-derived case information.

Jurisdiction
Australia
Judgment Date
05 September 2023
Procedural Posture
Application in Relation to a Proposed Scheme of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Application for Orders Approving Distribution of Supplementary Explanatory Material Before the Scheme Approval Hearing
Outcome
Orders made approving distribution of the Supplementary Scheme Booklet and adjourning the proceeding to the scheme approval hearing.
Legal Topics
['scheme of Arrangement' 'supplementary Explanatory Statement' 'shareholder Communications' 'court Approval for Despatch of Explanatory Material']
['corporations Law'] ['scheme of Arrangement' 'supplementary Explanatory Statement' 'shareholder Communications' 'court Approval for Despatch of Explanatory Material']

Source-derived case record

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Procedural Posture

Application in Relation to a Proposed Scheme of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Application for Orders Approving Distribution of Supplementary Explanatory Material Before the Scheme Approval Hearing

Legal Issues

  1. 1 ['Whether the Court should approve and authorise the despatch of supplementary explanatory material to DDH1 shareholders in relation to the proposed scheme of arrangement.' "Whether the proposed supplementary explanatory material appropriately addressed updated financial results, dividends, illustrative VWAP calculations and employment information concerning DDH1's managing director and chief executive officer."]

Ratio Decidendi

It was appropriate to approve the despatch of the supplementary explanatory material because a verification process had been undertaken, ASIC had been notified and did not seek to appear to oppose despatch, shareholder communication scripts would be updated, and the proposed material would be amended to address the Court's concerns about illustrative VWAP calculations and disclosure of Mr Van Dyk's employment terms.

Court Disposition

Orders made approving distribution of the Supplementary Scheme Booklet and adjourning the proceeding to the scheme approval hearing.

Orders

  • ['The orders made on 16 August 2023 were supplemented or varied in accordance with the orders.' 'Pursuant to s 411(1) and s 1319 of the Corporations Act 2001 (Cth), the supplementary explanatory statement in a form substantially equivalent to annexure GD-35 to the sixth affidavit of Georgia Kaye Jennifer Denny was...