Goodman Fielder Limited, in the matter of Goodman Fielder Limited (No 2) [2015] FCA 259

Goodman Fielder Limited, in the matter of Goodman Fielder Limited (No 2) [2015] FCA 259

The scheme was approved because the Court was satisfied that the scheme meeting had been convened and held in accordance with the earlier orders, the statutory majorities were attained, all conditions precedent other than Court approval had been satisfied or waived, the scheme was fair and reasonable, ASIC had no objection, and the proposed alteration to the definition of Excluded Shareholder would identify the excluded shareholders with greater precision in the circumstances.

Jurisdiction
Australia
Judgment Date
02 March 2015
Procedural Posture
Corporations Scheme of Arrangement Proceeding / Second Court Hearing; Application for Approval of Scheme of Arrangement With Amendment
Outcome
Scheme of arrangement approved with amendment; exemption from compliance with s 411(11) granted.
Legal Topics
['scheme of Arrangement' 'second Court Hearing' 'approval of Scheme of Arrangement' 'excluded Shareholders' 'shareholder Meeting' 'asic No Objection' 'exemption From Section 411(11)']
['corporations'] ['scheme of Arrangement' 'second Court Hearing' 'approval of Scheme of Arrangement' 'excluded Shareholders' 'shareholder Meeting' 'asic No Objection' 'exemption From Section 411(11)']

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Procedural Posture

Corporations Scheme of Arrangement Proceeding / Second Court Hearing; Application for Approval of Scheme of Arrangement With Amendment

Legal Issues

  1. 1 ['Whether the scheme meeting was convened and held in accordance with the orders made on 12 December 2014.' 'Whether the requisite majorities stipulated by s 411(4)(a)(ii) of the Corporations Act 2001 (Cth) were attained.' 'Whether all conditions precedent to the scheme of arrangement, other than relating to Court approval, had been either satisfied or waived.' 'Whether the scheme was fair and reasonable.' 'Whether the definition of Excluded Shareholder should be altered to identify FPW and FPW Singapore Holdings Pte. Ltd with greater precision.' 'Whether the plaintiff should be exempt from compliance with s 411(11) of the Corporations Act 2001 (Cth).']

Ratio Decidendi

The scheme was approved because the Court was satisfied that the scheme meeting had been convened and held in accordance with the earlier orders, the statutory majorities were attained, all conditions precedent other than Court approval had been satisfied or waived, the scheme was fair and reasonable, ASIC had no objection, and the proposed alteration to the definition of Excluded Shareholder would identify the excluded shareholders with greater precision in the circumstances.

Court Disposition

Scheme of arrangement approved with amendment; exemption from compliance with s 411(11) granted.

Orders

  • ['Pursuant to paragraph 411(4)(b) and section 411(6) of the Corporations Act 2001 (Cth), the scheme of arrangement between the plaintiff and a class of its members, the terms of which are contained in Annexure 3 of the scheme booklet issued by the plaintiff and dated 12 December 2014, is approved, subject to...