In the matter of Estia Health Limited (No 2) [2023] NSWSC 1521

In the matter of Estia Health Limited (No 2) [2023] NSWSC 1521

The scheme was approved because the evidence established compliance with the convening and supplementary disclosure orders, passage of the scheme resolution by the requisite statutory majorities, no reason arising from voter turnout to doubt the efficacy of the meeting procedure, satisfaction of relevant conditions precedent, ASIC's written statement of no objection for s 411(17)(b), and no later matter making the scheme inappropriate for approval.

Jurisdiction
Australia
Judgment Date
07 December 2023
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) for Orders Approving a Scheme of Arrangement / Adjourned Second Court Hearing
Outcome
Orders made approving a scheme of arrangement.
Legal Topics
['schemes of Arrangement' 'arrangements and Reconstructions' 'court Approval of Scheme of Arrangement' 'shareholder Approval' 'asic No Objection']
['corporations'] ['schemes of Arrangement' 'arrangements and Reconstructions' 'court Approval of Scheme of Arrangement' 'shareholder Approval' 'asic No Objection']

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Procedural Posture

Application Under S 411 of the Corporations Act 2001 (cth) for Orders Approving a Scheme of Arrangement / Adjourned Second Court Hearing

Legal Issues

  1. 1 ["Whether the scheme meeting was convened and held in accordance with the Court's orders." 'Whether the scheme resolution was passed by the requisite statutory majorities under s 411(4)(a)(ii) of the Corporations Act 2001 (Cth).' 'Whether conditions precedent to the scheme had been satisfied.' 'Whether the Court should exercise its residual discretion to approve the scheme under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether Estia Health should be exempted under s 411(12) from compliance with s 411(11) of the Corporations Act 2001 (Cth).']

Ratio Decidendi

The scheme was approved because the evidence established compliance with the convening and supplementary disclosure orders, passage of the scheme resolution by the requisite statutory majorities, no reason arising from voter turnout to doubt the efficacy of the meeting procedure, satisfaction of relevant conditions precedent, ASIC's written statement of no objection for s 411(17)(b), and no later matter making the scheme inappropriate for approval.

Court Disposition

Orders made approving a scheme of arrangement.

Orders

  • ['The scheme was approved pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth).' 'An order was made under s 411(12) of the Corporations Act 2001 (Cth) exempting Estia Health from compliance with s 411(11) of the Corporations Act 2001 (Cth).']