Industrea Limited, in the matter of Industrea Limited (No 2) [2012] FCA 1287

Industrea Limited, in the matter of Industrea Limited (No 2) [2012] FCA 1287

The scheme was approved because all s 411 procedural requirements had been satisfied, ASIC had no objection, the conditions precedent were satisfied or waived, the shareholder vote overwhelmingly favoured the scheme, the independent expert considered it fair and reasonable and in shareholders' best interests, and...

Source-derived case information.

Jurisdiction
Australia
Judgment Date
15 November 2012
Procedural Posture
Application for Approval of a Scheme of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Second Court Hearing
Outcome
Scheme of arrangement approved with a minor amendment; Industrea exempted from compliance with s 411(11).
Legal Topics
['scheme of Arrangement' 'shareholder Approval' 'court Approval Under S 411' 'exemption From S 411(11)']
['corporations Law'] ['scheme of Arrangement' 'shareholder Approval' 'court Approval Under S 411' 'exemption From S 411(11)']

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Procedural Posture

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

Legal Issues

  1. 1 ['Whether the scheme of arrangement between Industrea Limited and its shareholders should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether Industrea should be exempted from compliance with s 411(11) of the Corporations Act 2001 (Cth).' 'Whether the scheme should be amended under s 411(6) by inserting the deed poll execution date of 2 October 2012.']

Ratio Decidendi

The scheme was approved because all s 411 procedural requirements had been satisfied, ASIC had no objection, the conditions precedent were satisfied or waived, the shareholder vote overwhelmingly favoured the scheme, the independent expert considered it fair and reasonable and in shareholders' best interests, and the proposed amendment to insert the deed poll date was only a minor technical amendment.

Court Disposition

Scheme of arrangement approved with a minor amendment; Industrea exempted from compliance with s 411(11).

Orders

  • ['Pursuant to section 411(4)(b) of the Corporations Act 2001 (Cth), the scheme of arrangement between Industrea Limited and its shareholders was approved subject to altering the definition of "Deed Poll" in clause 1.1 by deleting "[insert date]" and inserting "2 October 2012".' 'Pursuant to section 411(12) of the...