Espreon Limited, in the matter of Espreon Limited [2008] FCA 1996

Espreon Limited, in the matter of Espreon Limited [2008] FCA 1996

The scheme could not proceed because the condition precedent regarding the ASX index was breached and the scheme implementation agreement had been terminated. As a result, continuing with the meeting had no utility and the orders convening it should be vacated, with the proceeding dismissed.

Jurisdiction
Australia
Judgment Date
07 November 2008
Procedural Posture
Scheme of Arrangement Application / Application to Vacate Scheme Orders and Dismiss Proceeding
Outcome
orders vacated and proceeding dismissed
Legal Topics
['scheme of Arrangement' 'orders Vacated' 'termination of Agreement']
['corporations Law'] ['scheme of Arrangement' 'orders Vacated' 'termination of Agreement']

Case Brief

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Procedural Posture

Scheme of Arrangement Application / Application to Vacate Scheme Orders and Dismiss Proceeding

Legal Issues

  1. 1 ['Whether orders made for convening a scheme meeting should be vacated following termination of the underlying scheme implementation agreement']

Ratio Decidendi

The scheme could not proceed because the condition precedent regarding the ASX index was breached and the scheme implementation agreement had been terminated. As a result, continuing with the meeting had no utility and the orders convening it should be vacated, with the proceeding dismissed.

Court Disposition

orders vacated and proceeding dismissed

Orders

  • ['Orders 1(a), 1(b), 1(c), 1(d), 3 and 4 of the orders made on 9 October 2008 are vacated.' 'The hearing set for 17 November 2008 is vacated.' 'The Plaintiff must publish a notice in the Australian newspaper on or before 11 November 2008.' 'The proceeding is otherwise dismissed.']