Fairfax Media Limited, in the matter of Fairfax Media Limited [2018] FCA 1610

Fairfax Media Limited, in the matter of Fairfax Media Limited [2018] FCA 1610

The Court was satisfied that Fairfax Media Limited had complied with all statutory and procedural requirements for convening a meeting of shareholders to consider a scheme of arrangement with Nine. The scheme was properly proposed, the scheme booklet provided prima facie proper disclosure to members, and contentious features such as exclusivity provisions, break fee, and the treatment of options, restricted shares and performance rights were handled in accordance with established legal authority. Orders were therefore made to convene the meeting and approve the scheme booklet.

Jurisdiction
Australia
Judgment Date
12 October 2018
Procedural Posture
Corporations – Scheme of Arrangement / First Hearing on Application for Orders to Convene Scheme Meeting and Approve Scheme Booklet
Outcome
Orders made as sought allowing scheme meeting to be convened and approving scheme booklet.
Legal Topics
['schemes of Arrangement' 'disclosure to Members' 'exclusivity Provisions' 'break Fees' 'deemed Warranties' 'class Issues for Scheme Meetings' 'procedural Requirements Under Corporations Act']
['corporations Law'] ['schemes of Arrangement' 'disclosure to Members' 'exclusivity Provisions' 'break Fees' 'deemed Warranties' 'class Issues for Scheme Meetings' 'procedural Requirements Under Corporations Act']

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Procedural Posture

Corporations – Scheme of Arrangement / First Hearing on Application for Orders to Convene Scheme Meeting and Approve Scheme Booklet

Legal Issues

  1. 1 ['Whether the Court should order a meeting of shareholders pursuant to s 411 of the Corporations Act to consider a scheme of arrangement' 'Whether the proposed scheme booklet provides proper disclosure to members' 'Whether the procedural requirements for convening a scheme meeting have been met']

Ratio Decidendi

The Court was satisfied that Fairfax Media Limited had complied with all statutory and procedural requirements for convening a meeting of shareholders to consider a scheme of arrangement with Nine. The scheme was properly proposed, the scheme booklet provided prima facie proper disclosure to members, and contentious features such as exclusivity provisions, break fee, and the treatment of options, restricted shares and performance rights were handled in accordance with established legal authority. Orders were therefore made to convene the meeting and approve the scheme booklet.

Court Disposition

Orders made as sought allowing scheme meeting to be convened and approving scheme booklet.

Orders

  • ['Pursuant to s 411(1) Corporations Act 2001 (Cth), Fairfax is to convene a meeting of shareholders to consider the proposed scheme of arrangement.' 'The scheme meeting is to be held on 19 November 2018 at 10.00 am.' 'The Chairman of the meeting will be Mr Nicholas Graham Falloon, or if he does not act, Mr James...