In the matter of iCar Asia Limited [2021] NSWSC 1713

In the matter of iCar Asia Limited [2021] NSWSC 1713

The orders to convene the scheme meeting and approve the scheme booklet were appropriate as statutory and procedural requirements under s 411 of the Corporations Act 2001 (Cth) and relevant case law were satisfied, disclosures were full and fair, directors' recommendations and interests were properly managed and disclosed, all financial and exclusivity arrangements were commercial and reasonable, ASIC was given proper notice and did not oppose, and there was no reason not to allow shareholders to consider and vote on the scheme.

Parties
Plaintiff: iCar Asia Limited; Acquirer: Carsome Group Pte Ltd
Jurisdiction
Australia
Judgment Date
29 December 2021
Procedural Posture
Corporations Scheme of Arrangement / First Court Hearing—application for Orders to Convene Scheme Meeting and Approve Scheme Booklet
Outcome
Order made to convene scheme meeting and approve the scheme booklet for distribution to shareholders.
Legal Topics
Schemes of Arrangement, Corporations – Arrangements and Reconstructions, Procedural Requirements for Shareholder Meetings, Disclosure in Scheme Booklets, Directors' Interests and Recommendations, Break Fees and Exclusivity Provisions, Performance Risk in Schemes
Corporate Law Equity Schemes of Arrangement Corporations – Arrangements and Reconstructions Procedural Requirements for Shareholder Meetings Disclosure in Scheme Booklets Directors' Interests and Recommendations Break Fees and Exclusivity Provisions +1 more

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Parties

iCar Asia Limited

Plaintiff

Carsome Group Pte Ltd

Acquirer

Procedural Posture

Corporations Scheme of Arrangement / First Court Hearing—application for Orders to Convene Scheme Meeting and Approve Scheme Booklet

Legal Issues

  1. 1 Whether to order the convening of a shareholders' meeting to consider a scheme of arrangement under s 411 of the Corporations Act 2001 (Cth)
  2. 2 Adequacy of disclosure provided to shareholders in the scheme booklet
  3. 3 Treatment of directors' interests and recommendations in scheme documents

Ratio Decidendi

The orders to convene the scheme meeting and approve the scheme booklet were appropriate as statutory and procedural requirements under s 411 of the Corporations Act 2001 (Cth) and relevant case law were satisfied, disclosures were full and fair, directors' recommendations and interests were properly managed and disclosed, all financial and exclusivity arrangements were commercial and reasonable, ASIC was given proper notice and did not oppose, and there was no reason not to allow shareholders to consider and vote on the scheme.

Court Disposition

Order made to convene scheme meeting and approve the scheme booklet for distribution to shareholders.

Orders

  • Plaintiff to convene a meeting of scheme participants (other than Excluded Shareholders) to consider scheme of arrangement.
  • Scheme booklet approved for distribution to iCar shareholders.