GrainCorp Limited, in the matter of GrainCorp Limited [2020] FCA 143

GrainCorp Limited, in the matter of GrainCorp Limited [2020] FCA 143

The requirements under s 411 of the Corporations Act and procedural rules were satisfied, the scheme and explanatory statement were adequate, and no class issues arose with selling shareholders or performance rights holders; accordingly, orders were made to convene the scheme meeting and approve the explanatory statement.

Parties
Plaintiff: GrainCorp Limited
Jurisdiction
Australia
Judgment Date
05 February 2020
Procedural Posture
Scheme of Arrangement Application / First Court Hearing
Outcome
Application allowed
Legal Topics
Scheme of Arrangement, Demerger, Capital Reduction, Shareholder Rights
Corporations Law Scheme of Arrangement Demerger Capital Reduction Shareholder Rights

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Parties

GrainCorp Limited

Plaintiff

Procedural Posture

Scheme of Arrangement Application / First Court Hearing

Legal Issues

  1. 1 Whether an order should be made pursuant to s 411(1) of the Corporations Act 2001 (Cth) to convene a meeting of GrainCorp shareholders to consider a scheme of arrangement
  2. 2 Whether the scheme and explanatory statement satisfy procedural and substantive requirements under the Corporations Act and Federal Court Rules
  3. 3 Whether the treatment of selling shareholders and performance rights holders creates separate classes for voting on the scheme

Ratio Decidendi

The requirements under s 411 of the Corporations Act and procedural rules were satisfied, the scheme and explanatory statement were adequate, and no class issues arose with selling shareholders or performance rights holders; accordingly, orders were made to convene the scheme meeting and approve the explanatory statement.

Court Disposition

Application allowed

Orders

  • GrainCorp to convene a meeting of holders of fully paid ordinary shares to consider the scheme of arrangement.
  • Scheme meeting to be held at 10.00 am (Sydney time) on Monday, 16 March 2020 at The Hilton Hotel, 488 George Street, Sydney.