Endocoal Limited, in the matter of Endocoal Limited [2013] FCA 58

Endocoal Limited, in the matter of Endocoal Limited [2013] FCA 58

The Court made the convening orders because Endocoal was a Part 5.1 body, the proposed scheme was an arrangement for s 411(1), ASIC had received the required notice and an opportunity to examine the scheme and explanatory statement, the scheme booklet adequately disclosed the relevant matters including performance risk protections, shareholder warranties, deal protection clauses, the break fee, conditions precedent and the independent expert's report, and the scheme was bona fide, properly proposed, and likely to be approved by the Court on an unopposed second court application if passed by the requisite statutory majority.

Jurisdiction
Australia
Judgment Date
25 January 2013
Procedural Posture
Members' Scheme of Arrangement / Application for Orders Under S 411(1) of the Corporations Act 2001 (cth) to Convene a Meeting of Members
Outcome
Orders made to convene the scheme meeting and approve distribution of the scheme booklet.
Legal Topics
["members' Scheme of Arrangement" 'convening Scheme Meeting' 'explanatory Statement' 'deal Protection Clauses' 'break Fee' 'independent Expert Report' 'asic Notice']
['corporations Law'] ["members' Scheme of Arrangement" 'convening Scheme Meeting' 'explanatory Statement' 'deal Protection Clauses' 'break Fee' 'independent Expert Report' 'asic Notice']

Case Brief

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Procedural Posture

Members' Scheme of Arrangement / Application for Orders Under S 411(1) of the Corporations Act 2001 (cth) to Convene a Meeting of Members

Legal Issues

  1. 1 ['Whether Endocoal is a Part 5.1 body and the proposed scheme is an arrangement for the purposes of s 411(1) of the Corporations Act 2001 (Cth).' 'Whether there had been proper disclosure to scheme shareholders of the proposed scheme.' 'Whether the proposed scheme was bona fide and properly proposed.' 'Whether the proposed scheme was of such a nature and cast in such terms that, if approved by the requisite statutory majority, the Court would be likely to approve it on an unopposed application.' 'Whether ASIC had been given the required notice and reasonable opportunity to examine the proposed scheme and draft explanatory statement.']

Ratio Decidendi

The Court made the convening orders because Endocoal was a Part 5.1 body, the proposed scheme was an arrangement for s 411(1), ASIC had received the required notice and an opportunity to examine the scheme and explanatory statement, the scheme booklet adequately disclosed the relevant matters including performance risk protections, shareholder warranties, deal protection clauses, the break fee, conditions precedent and the independent expert's report, and the scheme was bona fide, properly proposed, and likely to be approved by the Court on an unopposed second court application if passed by the requisite statutory majority.

Court Disposition

Orders made to convene the scheme meeting and approve distribution of the scheme booklet.

Orders

  • ['Pursuant to section 411(1) of the Corporations Act 2001 (Cth), Endocoal convene a meeting of all holders of shares in Endocoal for the purpose of considering and, if thought fit, agreeing to the scheme of arrangement.' 'The Scheme Meeting be held at 11.00 am on 28 February 2013 at the offices of Gilbert + Tobin,...