Folkestone Limited, in the matter of Folkestone Limited [2018] FCA 1412

Folkestone Limited, in the matter of Folkestone Limited [2018] FCA 1412

The Court was satisfied that all formal, statutory and procedural requirements for convening a meeting of Folkestone shareholders had been met, that the Scheme Booklet (Explanatory Memorandum) was in an appropriate form, that the exclusivity and break fee provisions were within commercial norms and legal expectations, and that the scheme was cast in such terms that, if approved by the requisite statutory majorities, the Court would likely approve it. Accordingly, orders were made for convening the meeting and approving the Scheme Booklet for distribution.

Parties
Plaintiff: Folkestone Limited; Interested Party: Charter Hall Limited
Jurisdiction
Australia
Judgment Date
12 September 2018
Procedural Posture
Corporations Scheme of Arrangement / Application for Orders to Convene Meeting of Shareholders
Outcome
Orders made as sought to convene shareholders meeting and approve Scheme Booklet for distribution.
Legal Topics
Scheme of Arrangement, Court Approval of Scheme, Scheme Booklet Approval, Explanatory Memorandum, Break Fee, Class Creating Issues, Performance Rights Vesting
Corporations Law Scheme of Arrangement Court Approval of Scheme Scheme Booklet Approval Explanatory Memorandum Break Fee Class Creating Issues Performance Rights Vesting

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Parties

Folkestone Limited

Plaintiff

Charter Hall Limited

Interested Party

Procedural Posture

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

Legal Issues

  1. 1 Whether to order the convening of a meeting of shareholders to consider a scheme of arrangement under s 411(1) Corporations Act 2001 (Cth)
  2. 2 Whether the explanatory statement (Scheme Booklet) complies with s 412(1)(a) Corporations Act 2001 (Cth)
  3. 3 Whether break fee and exclusivity provisions are appropriate under the Scheme Implementation Agreement

Ratio Decidendi

The Court was satisfied that all formal, statutory and procedural requirements for convening a meeting of Folkestone shareholders had been met, that the Scheme Booklet (Explanatory Memorandum) was in an appropriate form, that the exclusivity and break fee provisions were within commercial norms and legal expectations, and that the scheme was cast in such terms that, if approved by the requisite statutory majorities, the Court would likely approve it. Accordingly, orders were made for convening the meeting and approving the Scheme Booklet for distribution.

Court Disposition

Orders made as sought to convene shareholders meeting and approve Scheme Booklet for distribution.

Orders

  • Plaintiff to convene a meeting of its members as provided under s 411(1) Corporations Act 2001 (Cth) to consider the proposed scheme of arrangement.
  • Approval of Scheme Booklet for distribution to members.