Hostworks Group Limited ACN 008 010 820, in the matter of Hostworks Group Limited ACN 008 010 820 [2008] FCA 64

Hostworks Group Limited ACN 008 010 820, in the matter of Hostworks Group Limited ACN 008 010 820 [2008] FCA 64

The evidence demonstrated compliance with statutory disclosure requirements, sufficient information for members, and no improper features in the scheme arrangements or implementation agreement. The Court accordingly ordered the convening of a meeting of Hostworks members to consider and, if thought fit, approve the scheme of arrangement for the transfer of all shares to Broadcast Australia.

Parties
Plaintiff: Hostworks Group Limited (ACN 008 010 820); Proposed Acquirer / Scheme Counterparty: Broadcast Australia Pty Ltd
Jurisdiction
Australia
Judgment Date
12 February 2008
Procedural Posture
Corporations Scheme of Arrangement – Order to Convene Meeting / Application for Order Under S 411(1) to Convene Meeting of Members
Outcome
Application granted for meeting to be convened
Legal Topics
Scheme of Arrangement, S 411 Corporations Act, Mergers and Acquisitions, Director Duties, Disclosure, Explanatory Statement, No Shop/no Talk Provisions, Break Fees, Class Meetings
Corporations Law Scheme of Arrangement S 411 Corporations Act Mergers and Acquisitions Director Duties Disclosure Explanatory Statement No Shop/no Talk Provisions +2 more

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Parties

Hostworks Group Limited (ACN 008 010 820)

Plaintiff

Broadcast Australia Pty Ltd

Proposed Acquirer / Scheme Counterparty

Procedural Posture

Corporations Scheme of Arrangement – Order to Convene Meeting / Application for Order Under S 411(1) to Convene Meeting of Members

Legal Issues

  1. 1 Whether the Court should order that a meeting of members be convened to consider the scheme of arrangement under s 411(1) of the Corporations Act 2001 (Cth)
  2. 2 Whether sufficient disclosure has been made to members in the explanatory statement
  3. 3 Whether the scheme falls within the scope of a 'compromise or arrangement' under the Act

Ratio Decidendi

The evidence demonstrated compliance with statutory disclosure requirements, sufficient information for members, and no improper features in the scheme arrangements or implementation agreement. The Court accordingly ordered the convening of a meeting of Hostworks members to consider and, if thought fit, approve the scheme of arrangement for the transfer of all shares to Broadcast Australia.

Court Disposition

Application granted for meeting to be convened

Orders

  • Hostworks to convene a meeting of its members to consider and, if thought fit, approve the proposed scheme of arrangement for transfer of shares to Broadcast Australia as per draft explanatory statement and scheme booklet.
  • Meeting to be held at the Macquarie Graduate School of Management on 13 February 2008 at 11 am.