Healthscope Limited, in the matter of Healthscope Limited (No 2) [2019] FCA 759

Healthscope Limited, in the matter of Healthscope Limited (No 2) [2019] FCA 759

The scheme of arrangement was approved as it was overwhelmingly supported by shareholders, found to be fair and reasonable, all procedural requirements were met, no minority oppression was evident, ASIC had adequate opportunity to raise concerns, and no votes needed to be discounted to achieve the majority; exemption from s 411(11) was appropriate as the content and purpose of the scheme did not warrant annexation of the scheme order to the company's constitution.

Parties
Plaintiff: Healthscope Limited; Intervener: Australian Securities and Investments Commission; Interested Person: ANZ Hospitals Pty Ltd; Interested Person: ANZ Hospital Topco Limited; Interested Person: BCP VIG Holdings L.P.
Jurisdiction
Australia
Judgment Date
24 May 2019
Procedural Posture
Corporations – Members' Scheme of Arrangement / Second Court Hearing for Approval of Scheme of Arrangement Under S 411(4)(b) Corporations Act 2001 (cth)
Outcome
Scheme of arrangement approved and exemption from s 411(11) granted
Legal Topics
Scheme of Arrangement, Second Court Hearing, Section 411 Approval, Shareholder Voting, Exemption From S 411(11)
Corporations Law Scheme of Arrangement Second Court Hearing Section 411 Approval Shareholder Voting Exemption From S 411(11)

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Parties

Healthscope Limited

Plaintiff

Australian Securities and Investments Commission

Intervener

ANZ Hospitals Pty Ltd

Interested Person

ANZ Hospital Topco Limited

Interested Person

BCP VIG Holdings L.P.

Interested Person

Procedural Posture

Corporations – Members' Scheme of Arrangement / Second Court Hearing for Approval of Scheme of Arrangement Under S 411(4)(b) Corporations Act 2001 (cth)

Legal Issues

  1. 1 Whether the scheme of arrangement between Healthscope Limited and its members should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth)
  2. 2 Whether the scheme complies with relevant procedural requirements and is fair and reasonable
  3. 3 Whether any votes needed to be discounted due to special arrangements with certain shareholders

Ratio Decidendi

The scheme of arrangement was approved as it was overwhelmingly supported by shareholders, found to be fair and reasonable, all procedural requirements were met, no minority oppression was evident, ASIC had adequate opportunity to raise concerns, and no votes needed to be discounted to achieve the majority; exemption from s 411(11) was appropriate as the content and purpose of the scheme did not warrant annexation of the scheme order to the company's constitution.

Court Disposition

Scheme of arrangement approved and exemption from s 411(11) granted

Orders

  • The scheme of arrangement between Healthscope Limited and its members agreed to at the meeting held on 22 May 2019 is approved under s 411(4)(b) of the Corporations Act 2001 (Cth).
  • Healthscope Limited is exempted from compliance with s 411(11) of the Act.