Genea Limited, in the matter of Genea Limited (No 2) [2018] FCA 2044

Genea Limited, in the matter of Genea Limited (No 2) [2018] FCA 2044

The Court approved the Merger Scheme and the Demerger Scheme because the evidence established compliance with the procedural requirements of s 411 of the Corporations Act 2001 (Cth) and the Court's orders, the schemes had been approved at the scheme meetings by 100% of votes cast, other formal matters had been addressed, ASIC had no objection, no person appeared to oppose, and there were no intervening events warranting departure from the Court's earlier view that the schemes were likely to be approved if passed by the requisite majorities.

Jurisdiction
Australia
Judgment Date
12 December 2018
Procedural Posture
Application for Approval of Schemes of Arrangement Under S 411(4)(b) of the Corporations Act 2001 (cth) / Second Court Hearing
Outcome
Application allowed; Merger Scheme and Demerger Scheme approved.
Legal Topics
['scheme of Arrangement' 'court Approval of Scheme' 'shareholder Meetings' 'merger Scheme' 'demerger Scheme']
['corporations'] ['scheme of Arrangement' 'court Approval of Scheme' 'shareholder Meetings' 'merger Scheme' 'demerger Scheme']

Case Brief

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Procedural Posture

Application for Approval of Schemes of Arrangement Under S 411(4)(b) of the Corporations Act 2001 (cth) / Second Court Hearing

Legal Issues

  1. 1 ['Whether the Merger Scheme should be approved pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether the Demerger Scheme should be approved pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether the procedural and statutory requirements for approval of the schemes had been satisfied.']

Ratio Decidendi

The Court approved the Merger Scheme and the Demerger Scheme because the evidence established compliance with the procedural requirements of s 411 of the Corporations Act 2001 (Cth) and the Court's orders, the schemes had been approved at the scheme meetings by 100% of votes cast, other formal matters had been addressed, ASIC had no objection, no person appeared to oppose, and there were no intervening events warranting departure from the Court's earlier view that the schemes were likely to be approved if passed by the requisite majorities.

Court Disposition

Application allowed; Merger Scheme and Demerger Scheme approved.

Orders

  • ['Pursuant to s 411(4) of the Corporations Act 2001 (Cth), the Scheme of Arrangement between the plaintiff and its shareholders in the form of Annexure A to these Orders (Merger Scheme) be approved.' 'Pursuant to s 411(4) of the Corporations Act 2001 (Cth), the Scheme of Arrangement between the plaintiff and its...