Greencross Limited, in the matter of Greencross Limited [2018] FCA 2093

Greencross Limited, in the matter of Greencross Limited [2018] FCA 2093

The Court ordered the convening of the scheme meeting and approved distribution of the scheme booklet because Greencross was a Pt 5.1 body, the proposed scheme was an arrangement for s 411(1) purposes, the preliminary formal requirements had been satisfied, ASIC's concerns did not justify refusing to convene the meeting, and the scheme was of such a nature and cast in such terms that, if approved by the requisite statutory majorities, the Court would be likely to approve it on an unopposed application subject to being satisfied under s 411(17)(a).

Jurisdiction
Australia
Judgment Date
19 December 2018
Procedural Posture
Corporations Proceeding Concerning a Scheme of Arrangement / Application for Orders Under S 411(1) of the Corporations Act 2001 (cth) to Convene a Meeting of Members and Approve the Scheme Booklet for Distribution
Outcome
Orders sought by Greencross were made.
Legal Topics
['scheme of Arrangement' 'meeting of Members' 'scheme Booklet' 'explanatory Statement' 'asic No Objection Statement' 'proprietary Company Scrip Consideration' 'exclusivity Arrangements' 'break Fee']
['corporations'] ['scheme of Arrangement' 'meeting of Members' 'scheme Booklet' 'explanatory Statement' 'asic No Objection Statement' 'proprietary Company Scrip Consideration' 'exclusivity Arrangements' 'break Fee']

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Procedural Posture

Corporations Proceeding Concerning a Scheme of Arrangement / Application for Orders Under S 411(1) of the Corporations Act 2001 (cth) to Convene a Meeting of Members and Approve the Scheme Booklet for Distribution

Legal Issues

  1. 1 ['Whether Greencross should be ordered under s 411(1) of the Corporations Act 2001 (Cth) to convene a meeting of its members to consider the proposed scheme of arrangement.' 'Whether the scheme booklet should be approved for distribution as the explanatory statement required under s 412(1)(a) of the Corporations Act 2001 (Cth).' 'Whether the formal requirements preliminary to convening a meeting under s 411(1) had been satisfied.' "Whether ASIC's public policy concerns about offering scrip in a proprietary company to more than 50 target shareholders stood as a reason not to convene the meeting."]

Ratio Decidendi

The Court ordered the convening of the scheme meeting and approved distribution of the scheme booklet because Greencross was a Pt 5.1 body, the proposed scheme was an arrangement for s 411(1) purposes, the preliminary formal requirements had been satisfied, ASIC's concerns did not justify refusing to convene the meeting, and the scheme was of such a nature and cast in such terms that, if approved by the requisite statutory majorities, the Court would be likely to approve it on an unopposed application subject to being satisfied under s 411(17)(a).

Court Disposition

Orders sought by Greencross were made.

Orders

  • ['Pursuant to s 411(1) of the Corporations Act 2001 (Cth), Greencross was ordered to convene a meeting of its members to consider and, if thought fit, agree to the proposed scheme of arrangement.' 'Pursuant to s 411(1) of the Act, the scheme booklet was approved for distribution to Greencross members.' 'The scheme...