In the matter of GBST Holdings Limited [2019] NSWSC 1503

In the matter of GBST Holdings Limited [2019] NSWSC 1503

The scheme was approved because the evidence established compliance with the Court's convening orders, satisfaction of the statutory majorities, satisfaction of all statutory pre-conditions including ASIC's no-objection statement, full and fair disclosure to shareholders, absence of opposition or oppression, and satisfaction or waiver of conditions precedent other than Court approval.

Jurisdiction
Australia
Judgment Date
04 November 2019
Procedural Posture
Corporations Scheme of Arrangement / Second Court Hearing for Orders Approving the Scheme of Arrangement Under S 411(4)(b) of the Corporations Act 2001 (cth) and Exemption Under S 411(12)
Outcome
Orders made approving the scheme of arrangement.
Legal Topics
['scheme of Arrangement' 'shareholder Approval' 'statutory Majorities' 'court Approval of Scheme' 'disclosure to Shareholders']
['corporations Law' 'equity'] ['scheme of Arrangement' 'shareholder Approval' 'statutory Majorities' 'court Approval of Scheme' 'disclosure to Shareholders']

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Procedural Posture

Corporations Scheme of Arrangement / Second Court Hearing for Orders Approving the Scheme of Arrangement Under S 411(4)(b) of the Corporations Act 2001 (cth) and Exemption Under S 411(12)

Legal Issues

  1. 1 ['Whether the scheme of arrangement should be approved by the Court under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether the statutory majorities in ss 411(4)(a)(ii)(A) and 411(4)(a)(ii)(B) of the Corporations Act 2001 (Cth) were satisfied.' "Whether the Court's orders convening the scheme meeting and other statutory requirements were complied with." 'Whether GBST should be exempted from compliance with s 411(11) of the Corporations Act 2001 (Cth) under s 411(12).']

Ratio Decidendi

The scheme was approved because the evidence established compliance with the Court's convening orders, satisfaction of the statutory majorities, satisfaction of all statutory pre-conditions including ASIC's no-objection statement, full and fair disclosure to shareholders, absence of opposition or oppression, and satisfaction or waiver of conditions precedent other than Court approval.

Court Disposition

Orders made approving the scheme of arrangement.

Orders

  • ['The scheme of arrangement was approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'GBST was exempted under s 411(12) of the Corporations Act 2001 (Cth) from compliance with s 411(11) in relation to the scheme.']