In the matter of Intega Group Limited [2021] NSWSC 1434

In the matter of Intega Group Limited [2021] NSWSC 1434

The Court was satisfied that Intega is a Part 5.1 body, the proposed scheme is an arrangement within s 411 of the Corporations Act 2001 (Cth), disclosure in the scheme booklet is proper, the scheme is bona fide and properly proposed, procedural requirements have been met, and there is no reason not to make orders convening the scheme meeting and approving the booklet for distribution to shareholders.

Parties
Plaintiff: Intega Group Limited; Acquirer: Kiwa Australia 2 Pty Ltd
Jurisdiction
Australia
Judgment Date
08 November 2021
Procedural Posture
Originating Process / First Court Hearing
Outcome
Order convening scheme meeting and approving scheme booklet for distribution to shareholders made.
Legal Topics
Schemes of Arrangement, Disclosure Requirements, Exclusivity Provisions, Break Fee, Class of Members, Directors' Interests, Virtual Shareholder Meetings
Corporations Law Schemes of Arrangement Disclosure Requirements Exclusivity Provisions Break Fee Class of Members Directors' Interests Virtual Shareholder Meetings

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 7 Authorities cited 42 Party arguments 2 Amounts and remedies 3
Sign in to unlock

Parties

Intega Group Limited

Plaintiff

Kiwa Australia 2 Pty Ltd

Acquirer

Procedural Posture

Originating Process / First Court Hearing

Legal Issues

  1. 1 Whether the requirements to convene a scheme meeting under s 411 of the Corporations Act 2001 (Cth) are satisfied
  2. 2 Whether the scheme booklet provides proper disclosure to Intega shareholders
  3. 3 Whether exclusivity provisions and break fee are reasonable and properly disclosed

Ratio Decidendi

The Court was satisfied that Intega is a Part 5.1 body, the proposed scheme is an arrangement within s 411 of the Corporations Act 2001 (Cth), disclosure in the scheme booklet is proper, the scheme is bona fide and properly proposed, procedural requirements have been met, and there is no reason not to make orders convening the scheme meeting and approving the booklet for distribution to shareholders.

Court Disposition

Order convening scheme meeting and approving scheme booklet for distribution to shareholders made.

Orders

  • A meeting of Intega's shareholders to consider and, if thought fit, approve the scheme of arrangement is to be convened.
  • The scheme booklet is approved for distribution to shareholders.