In the matter of Healthia Limited (No 2) [2023] NSWSC 1519

In the matter of Healthia Limited (No 2) [2023] NSWSC 1519

The Court approved the scheme because the convening orders and statutory requirements had been satisfied, ASIC had no objection, the conditions precedent were certified, the statutory voting majorities were achieved with substantial shareholder support, no shareholder opposed approval, identified despatch and disclosure issues were immaterial or corrected, and the scheme was fair and reasonable in light of the independent expert's opinion. The Court also amended the scheme under s 411(6) because the amendment aligned the scheme with the scheme booklet regarding New Zealand shareholders, affected no shareholders presently, was unlikely to affect the position materially, reflected the...

Jurisdiction
Australia
Judgment Date
07 December 2023
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) for Approval of a Scheme of Arrangement / Second Court Hearing
Outcome
Orders made approving a scheme of arrangement.
Legal Topics
['schemes of Arrangement' 'arrangements and Reconstructions' 'court Approval of Scheme of Arrangement' 'amendment of Scheme of Arrangement']
['corporations'] ['schemes of Arrangement' 'arrangements and Reconstructions' 'court Approval of Scheme of Arrangement' 'amendment of Scheme of Arrangement']

Case Brief

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Procedural Posture

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

Legal Issues

  1. 1 ['Whether the scheme of arrangement should be approved pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether the statutory requirements and conditions precedent for approval of the scheme had been satisfied.' 'Whether the Court should exercise its residual discretion to approve the scheme.' 'Whether the scheme should be amended under s 411(6) of the Corporations Act 2001 (Cth) to address eligibility of New Zealand registered shareholders to make a scrip election.']

Ratio Decidendi

The Court approved the scheme because the convening orders and statutory requirements had been satisfied, ASIC had no objection, the conditions precedent were certified, the statutory voting majorities were achieved with substantial shareholder support, no shareholder opposed approval, identified despatch and disclosure issues were immaterial or corrected, and the scheme was fair and reasonable in light of the independent expert's opinion. The Court also amended the scheme under s 411(6) because the amendment aligned the scheme with the scheme booklet regarding New Zealand shareholders, affected no shareholders presently, was unlikely to affect the position materially, reflected the...

Court Disposition

Orders made approving a scheme of arrangement.

Orders

  • ['The scheme of arrangement was approved pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth).' 'The scheme of arrangement was amended under s 411(6) of the Corporations Act 2001 (Cth) to address eligibility of New Zealand registered shareholders to make a scrip election.']