Fantastic Holdings Limited, in the matter of Fantastic Holdings Limited [2016] FCA 1302

Fantastic Holdings Limited, in the matter of Fantastic Holdings Limited [2016] FCA 1302

The orders to convene a scheme meeting are granted as the statutory and procedural requirements are satisfied, the scheme consideration is fair and reasonable, issues raised regarding the deeds' effect on director duties have been resolved, and there are no outstanding procedural objections.

Jurisdiction
Australia
Judgment Date
03 November 2016
Procedural Posture
Corporations – Scheme of Arrangement / Application for Orders to Convene Scheme Meeting
Outcome
Orders granted for convening of scheme meeting; timetabling for further approval hearing set; procedural exemptions made as specified.
Legal Topics
['scheme of Arrangement' 'fiduciary Carve Out' 'no Shop and No Talk Provisions' 'court Approval Process']
['corporations Law'] ['scheme of Arrangement' 'fiduciary Carve Out' 'no Shop and No Talk Provisions' 'court Approval Process']

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Procedural Posture

Corporations – Scheme of Arrangement / Application for Orders to Convene Scheme Meeting

Legal Issues

  1. 1 ['Whether to order the convening of a shareholder meeting to consider a scheme of arrangement under s 411(1) of the Corporations Act 2001 (Cth)' 'Construction of scheme implementation deed with respect to no-shop/no-talk fiduciary carve out provisions']

Ratio Decidendi

The orders to convene a scheme meeting are granted as the statutory and procedural requirements are satisfied, the scheme consideration is fair and reasonable, issues raised regarding the deeds' effect on director duties have been resolved, and there are no outstanding procedural objections.

Court Disposition

Orders granted for convening of scheme meeting; timetabling for further approval hearing set; procedural exemptions made as specified.

Orders

  • ['Fantastic Holdings Limited to convene a meeting of shareholders to consider the scheme of arrangement at 10:00am AEDT on 7 December 2016.' 'Approval of scheme booklet for distribution to shareholders.' 'Dispatch of documents to shareholders as specified in orders.' 'Notice of hearing to be published as specified.'...