In the matter of Foodland Associated Limited [2005] FCA 1933

In the matter of Foodland Associated Limited [2005] FCA 1933

Members of Foodland were sufficiently informed and overwhelmingly approved both the demerger and transfer schemes; all statutory requirements and conditions precedent were satisfied; therefore, the Court approved the arrangement under s 411(6) of the Corporations Act 2001.

Jurisdiction
Australia
Judgment Date
09 November 2005
Procedural Posture
Ex Parte Application Under S 411(6) of the Corporations Act 2001 (cth) for Approval of a Scheme of Arrangement / Final Orders and Reasons for Judgment
Outcome
scheme of arrangement approved; exemption granted from s 411(11) compliance
Legal Topics
['scheme of Arrangement' 'demerger' 'transfer Scheme' 'approval of Arrangement' 'member Arrangements' 'acquisition of Shares']
['corporations Law'] ['scheme of Arrangement' 'demerger' 'transfer Scheme' 'approval of Arrangement' 'member Arrangements' 'acquisition of Shares']

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Procedural Posture

Ex Parte Application Under S 411(6) of the Corporations Act 2001 (cth) for Approval of a Scheme of Arrangement / Final Orders and Reasons for Judgment

Legal Issues

  1. 1 ['Whether the proposed scheme of arrangement between Foodland and its members should be approved under s 411(6) of the Corporations Act 2001' 'Whether members were sufficiently informed to make a commercial judgment regarding the arrangement' 'Whether sufficient disclosure was provided in the explanatory statement' 'Whether the arrangement avoided takeover provisions of the Corporations Act improperly']

Ratio Decidendi

Members of Foodland were sufficiently informed and overwhelmingly approved both the demerger and transfer schemes; all statutory requirements and conditions precedent were satisfied; therefore, the Court approved the arrangement under s 411(6) of the Corporations Act 2001.

Court Disposition

scheme of arrangement approved; exemption granted from s 411(11) compliance

Orders

  • ['Transfer Scheme as set out in Part 18.2 of Exhibit "C" to the fourth affidavit of Christopher Edward Bennett sworn 15 September 2005 is approved under s 411(6)' 'Demerger Scheme as set out in Part 18.4 of Exhibit "C" to the fourth affidavit of Christopher Edward Bennett sworn 15 September 2005 is approved under s...