Genea Limited, in the matter of Genea Limited [2018] FCA 1681

Genea Limited, in the matter of Genea Limited [2018] FCA 1681

The Court was satisfied that all requirements for ordering the convening of scheme meetings under s 411(1) Corporations Act were met: the schemes were bona fide and properly proposed; full and adequate disclosure was provided; procedural rules were complied with; ASIC had a reasonable opportunity to examine and comment; and no circumstances existed to justify declining the orders. Therefore, orders to convene the scheme meetings were granted.

Jurisdiction
Australia
Judgment Date
29 October 2018
Procedural Posture
Corporations – Scheme of Arrangement Application / First Court Hearing (application to Convene Scheme Meetings)
Outcome
Application allowed; orders made to convene meetings of members to consider Merger and Demerger Schemes under s 411(1) of the Corporations Act 2001 (Cth).
Legal Topics
['scheme of Arrangement' 'merger and Demerger' 'shareholder Meetings' 'court Approval Procedure']
['corporations Law'] ['scheme of Arrangement' 'merger and Demerger' 'shareholder Meetings' 'court Approval Procedure']

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Procedural Posture

Corporations – Scheme of Arrangement Application / First Court Hearing (application to Convene Scheme Meetings)

Legal Issues

  1. 1 ['Whether to order the convening of meetings of shareholders for considering schemes of arrangement under s 411(1) Corporations Act' 'Whether explanatory statements provide proper disclosure to shareholders' 'Whether procedural and disclosure requirements have been satisfied' 'Whether circumstances exist for Court to decline to make the orders sought']

Ratio Decidendi

The Court was satisfied that all requirements for ordering the convening of scheme meetings under s 411(1) Corporations Act were met: the schemes were bona fide and properly proposed; full and adequate disclosure was provided; procedural rules were complied with; ASIC had a reasonable opportunity to examine and comment; and no circumstances existed to justify declining the orders. Therefore, orders to convene the scheme meetings were granted.

Court Disposition

Application allowed; orders made to convene meetings of members to consider Merger and Demerger Schemes under s 411(1) of the Corporations Act 2001 (Cth).

Orders

  • ['Genea Limited to convene a meeting of shareholders for the Merger Scheme as specified.' 'Genea Limited to convene a meeting of shareholders for the Demerger Scheme as specified.' 'Approval and distribution of Scheme and Demerger booklets and proxy forms to members.' 'Date, place, and procedures for meetings...