Diverger Limited, in the matter of Diverger Limited (No 2) [2024] FCA 143

Diverger Limited, in the matter of Diverger Limited (No 2) [2024] FCA 143

The Court approved the Scheme because the procedural requirements were satisfied, the Scheme Meeting was held in accordance with the Convening Orders, the requisite statutory majorities approved the Scheme, ASIC stated it had no objection, conditions precedent had been satisfied or waived except for final Court approval and lodgement, the Scheme was fair and reasonable, disclosure was adequate and full, shareholders voted in good faith, there was no oppression or public policy concern, and voter turnout did not indicate any procedural flaw. The exemption from s 411(11) was appropriate because the Scheme would not amend Diverger's constitution and Diverger would become a wholly owned...

Jurisdiction
Australia
Judgment Date
15 February 2024
Procedural Posture
Members' Scheme of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Second Court Hearing; Application for Approval of Scheme Under S 411(4)(b) and Exemption From Compliance With S 411(11)
Outcome
Application granted; Scheme approved and exemption from compliance with s 411(11) granted.
Legal Topics
["members' Scheme of Arrangement" 'court Approval of Scheme' 'shareholder Approval' 'asic No Objection' 'exemption From Annexing Court Orders to Constitution']
['corporations'] ["members' Scheme of Arrangement" 'court Approval of Scheme' 'shareholder Approval' 'asic No Objection' 'exemption From Annexing Court Orders to Constitution']

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 1 Authorities cited 2 Party arguments 1 Amounts and remedies 1
Sign in to unlock

Procedural Posture

Members' Scheme of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Second Court Hearing; Application for Approval of Scheme Under S 411(4)(b) and Exemption From Compliance With S 411(11)

Legal Issues

  1. 1 ['Whether the Court should approve the scheme of arrangement between Diverger Limited and Diverger Shareholders under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether Diverger Limited should be exempted under s 411(12) of the Corporations Act 2001 (Cth) from compliance with s 411(11) in relation to the Scheme.']

Ratio Decidendi

The Court approved the Scheme because the procedural requirements were satisfied, the Scheme Meeting was held in accordance with the Convening Orders, the requisite statutory majorities approved the Scheme, ASIC stated it had no objection, conditions precedent had been satisfied or waived except for final Court approval and lodgement, the Scheme was fair and reasonable, disclosure was adequate and full, shareholders voted in good faith, there was no oppression or public policy concern, and voter turnout did not indicate any procedural flaw. The exemption from s 411(11) was appropriate because the Scheme would not amend Diverger's constitution and Diverger would become a wholly owned...

Court Disposition

Application granted; Scheme approved and exemption from compliance with s 411(11) granted.

Orders

  • ['Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth), the scheme of arrangement between the plaintiff and its shareholders, the terms of which are set out in the document at Appendix 3 to the document comprising Exhibit P1 in the proceeding (Scheme), is approved.' 'The plaintiff lodge with the Australian...