Gerard Lighting Group Limited, in the matter of Gerard Lighting Group Limited (No 2) [2012] FCA 1114

Gerard Lighting Group Limited, in the matter of Gerard Lighting Group Limited (No 2) [2012] FCA 1114

The Court approved the scheme because all relevant procedural and substantive requirements had been satisfied, the shareholder vote overwhelmingly supported the scheme, ASIC had no objection, the relevant conditions precedent had been satisfied or waived, and the Court was satisfied that the arrangement was not proposed to avoid Chapter 6 of the Corporations Act 2001 (Cth).

Jurisdiction
Australia
Judgment Date
10 October 2012
Procedural Posture
Scheme of Arrangement Under Section 411 of the Corporations Act 2001 (cth) / Second Court Hearing for Approval of Scheme of Arrangement
Outcome
Scheme of arrangement approved; Gerard Lighting exempted from compliance with section 411(11) in respect of the scheme; orders entered forthwith.
Legal Topics
['scheme of Arrangement' 'shareholder Approval' 'asic No Objection' 'chapter 6 Avoidance' 'exemption From Section 411(11)']
['corporations Law'] ['scheme of Arrangement' 'shareholder Approval' 'asic No Objection' 'chapter 6 Avoidance' 'exemption From Section 411(11)']

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Procedural Posture

Scheme of Arrangement Under Section 411 of the Corporations Act 2001 (cth) / Second Court Hearing for Approval of Scheme of Arrangement

Legal Issues

  1. 1 ['Whether the scheme of arrangement between Gerard Lighting Group Limited and the holders of fully paid ordinary shares should be approved under section 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether Gerard Lighting Group Limited should be exempted under section 411(12) from compliance with section 411(11) in respect of the scheme.' 'Whether the arrangement had been proposed for the purpose of enabling any person to avoid the operation of any provisions of Chapter 6 of the Corporations Act 2001 (Cth).']

Ratio Decidendi

The Court approved the scheme because all relevant procedural and substantive requirements had been satisfied, the shareholder vote overwhelmingly supported the scheme, ASIC had no objection, the relevant conditions precedent had been satisfied or waived, and the Court was satisfied that the arrangement was not proposed to avoid Chapter 6 of the Corporations Act 2001 (Cth).

Court Disposition

Scheme of arrangement approved; Gerard Lighting exempted from compliance with section 411(11) in respect of the scheme; orders entered forthwith.

Orders

  • ['Pursuant to section 411(4)(b) of the Corporations Act 2001 (Cth) (Act), the scheme of arrangement between Gerard Lighting Group Limited (ACN 141 079 594) (Gerard Lighting) and the holders of fully paid ordinary shares of Gerard Lighting, in the form annexed hereto and marked "A", be approved.' 'Pursuant to section...