GrainCorp Limited, in the matter of GrainCorp Limited (No 2) [2020] FCA 460

GrainCorp Limited, in the matter of GrainCorp Limited (No 2) [2020] FCA 460

The Court approved the Scheme because the formal and procedural requirements had been satisfied, ASIC had no objection, all conditions precedent other than Court approval had been certified as satisfied, the statutory majorities strongly approved the Scheme, there was no opposition, no evidence of oppression or improper purpose, the Scheme Booklet adequately disclosed the benefits and disadvantages, and the Scheme was fair, reasonable and proposed in good faith.

Jurisdiction
Australia
Judgment Date
20 March 2020
Procedural Posture
Corporations Scheme of Arrangement / Second Court Hearing; Application Under S 411(4)(b) of the Corporations Act 2001 (cth) for Approval of Scheme of Arrangement
Outcome
Application allowed; scheme of arrangement approved.
Legal Topics
['scheme of Arrangement' 'demerger' 'shareholder Approval' 'court Approval Under S 411(4)(b)' 'exemption Under S 411(12)']
['corporations Law'] ['scheme of Arrangement' 'demerger' 'shareholder Approval' 'court Approval Under S 411(4)(b)' 'exemption Under S 411(12)']

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Procedural Posture

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

Legal Issues

  1. 1 ['Whether the Court should approve the scheme of arrangement between GrainCorp Limited and holders of fully paid ordinary shares in GrainCorp under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether the formal and procedural requirements for approval of the scheme had been satisfied.' 'Whether the scheme was fair and reasonable and proposed and approved in good faith.' 'Whether GrainCorp should be exempted under s 411(12) from compliance with s 411(11) of the Corporations Act 2001 (Cth).']

Ratio Decidendi

The Court approved the Scheme because the formal and procedural requirements had been satisfied, ASIC had no objection, all conditions precedent other than Court approval had been certified as satisfied, the statutory majorities strongly approved the Scheme, there was no opposition, no evidence of oppression or improper purpose, the Scheme Booklet adequately disclosed the benefits and disadvantages, and the Scheme was fair, reasonable and proposed in good faith.

Court Disposition

Application allowed; scheme of arrangement approved.

Orders

  • ['Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth) (Act), the scheme of arrangement between GrainCorp Limited (ACN 057 186 035) (GrainCorp) and holders of fully paid ordinary shares in GrainCorp in the form set out at Attachment C to Exhibit 1 be approved.' 'Pursuant to s 411(12) of the Act, GrainCorp be...