In the matter of iCar Asia Limited (No 2) [2022] NSWSC 75

In the matter of iCar Asia Limited (No 2) [2022] NSWSC 75

The Court approved the scheme because the scheme meeting and related procedures complied with the Court's convening orders and statutory requirements, the requisite statutory majorities voted in favour, ASIC had no objection, all relevant conditions precedent had been satisfied or waived, the independent expert concluded that the scheme was fair and reasonable and in the best interests of scheme participants in the absence of a Superior Proposal, no Superior Proposal or shareholder opposition was before the Court, and it was therefore a proper exercise of discretion to approve the scheme as amended under ss 411(4)(b) and 411(6) of the Corporations Act 2001 (Cth).

Jurisdiction
Australia
Judgment Date
09 February 2022
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) for Orders Approving a Scheme of Arrangement / Second Court Hearing
Outcome
Orders made approving a scheme of arrangement.
Legal Topics
['schemes of Arrangement' 'arrangements and Reconstructions' 'shareholder Approval' 'court Approval Under S 411 of the Corporations Act 2001 (cth)']
['corporations Law' 'equity'] ['schemes of Arrangement' 'arrangements and Reconstructions' 'shareholder Approval' 'court Approval Under S 411 of the Corporations Act 2001 (cth)']

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Procedural Posture

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

Legal Issues

  1. 1 ['Whether the statutory and procedural requirements for approval of the scheme of arrangement were satisfied.' 'Whether the Court should exercise its discretion to approve the scheme under ss 411(4)(b) and 411(6) of the Corporations Act 2001 (Cth).' 'Whether the definition of Excluded Shareholders in the scheme should be amended to identify Carsome precisely.' "Whether the Court order approving the scheme needed to be annexed to iCar's constitution under s 411(11) of the Corporations Act 2001 (Cth)."]

Ratio Decidendi

The Court approved the scheme because the scheme meeting and related procedures complied with the Court's convening orders and statutory requirements, the requisite statutory majorities voted in favour, ASIC had no objection, all relevant conditions precedent had been satisfied or waived, the independent expert concluded that the scheme was fair and reasonable and in the best interests of scheme participants in the absence of a Superior Proposal, no Superior Proposal or shareholder opposition was before the Court, and it was therefore a proper exercise of discretion to approve the scheme as amended under ss 411(4)(b) and 411(6) of the Corporations Act 2001 (Cth).

Court Disposition

Orders made approving a scheme of arrangement.

Orders

  • ['The scheme of arrangement was approved under ss 411(4)(b) and 411(6) of the Corporations Act 2001 (Cth).' 'The definition of Excluded Shareholders in the scheme was amended by replacing the words "any iCar Shareholder who is a member of the Carsome Group as at the Scheme Record Date" with the word "Carsome".' "An...