Heartware Limited, in the matter of Heartware Limited [2008] FCA 1997

Heartware Limited, in the matter of Heartware Limited [2008] FCA 1997

The Court approved the three schemes because the schemes had been agreed to by the requisite majorities of members, option holders and performance rights holders, ASIC had indicated that it had no objection, the evidence and the substantial support for the schemes showed that the terms and conditions of the exchange were fair to affected security holders, adequate notice of the meetings and hearing had been given, the hearing was conducted in open court, and no person appeared or notified opposition.

Jurisdiction
Australia
Judgment Date
30 October 2008
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) for Approval of Schemes of Arrangement / Second Court Hearing After Court Ordered Meetings of Members, Option Holders and Performance Rights Holders
Outcome
Application granted; three schemes of arrangement approved and exemption from s 411(11) granted.
Legal Topics
['schemes of Arrangement' 'corporate Redomiciliation' 'court Approval Under S 411 of the Corporations Act 2001 (cth)' 'asic No Objection Statement' 'united States Securities Registration Exemption']
['corporations Law'] ['schemes of Arrangement' 'corporate Redomiciliation' 'court Approval Under S 411 of the Corporations Act 2001 (cth)' 'asic No Objection Statement' 'united States Securities Registration Exemption']

Case Brief

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Procedural Posture

Application Under S 411 of the Corporations Act 2001 (cth) for Approval of Schemes of Arrangement / Second Court Hearing After Court Ordered Meetings of Members, Option Holders and Performance Rights Holders

Legal Issues

  1. 1 ['Whether the Court should approve the scheme of arrangement between Heartware Limited and its members under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether the Court should approve the scheme of arrangement between Heartware Limited and its option holders under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether the Court should approve the scheme of arrangement between Heartware Limited and its performance rights holders under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether Heartware Limited should be exempted under s 411(12) of the Corporations Act 2001 (Cth) from compliance with s 411(11) in relation to the schemes.']

Ratio Decidendi

The Court approved the three schemes because the schemes had been agreed to by the requisite majorities of members, option holders and performance rights holders, ASIC had indicated that it had no objection, the evidence and the substantial support for the schemes showed that the terms and conditions of the exchange were fair to affected security holders, adequate notice of the meetings and hearing had been given, the hearing was conducted in open court, and no person appeared or notified opposition.

Court Disposition

Application granted; three schemes of arrangement approved and exemption from s 411(11) granted.

Orders

  • ['Pursuant to section 411(4)(b) of the Corporations Act 2001 (Cth), the scheme of arrangement between the plaintiff and its members, annexed and marked "A", be approved.' 'Pursuant to section 411(4)(b) of the Corporations Act 2001 (Cth), the scheme of arrangement between the plaintiff and the holders of options for...