In the matter of Intega Group Limited [2021] NSWSC 1707

The Court was satisfied all statutory and procedural requirements under s 411 of the Corporations Act 2001 (Cth) were met, the scheme was fair and reasonable, approved by requisite majorities, and no objections existed. Orders were therefore made approving the scheme.

Parties: Plaintiff: Intega Group Limited; Acquirer: Kiwa Australia 2 Pty Ltd
Jurisdiction: Australia
Judgment Date: 29 December 2021
Procedural Posture: Corporations – Scheme of Arrangement / Second Court Hearing – Final Approval of Scheme
Outcome: Scheme of arrangement approved; orders made as sought by the plaintiff.
Legal Topics: Schemes of Arrangement, Court Approval Process, Statutory Compliance, Shareholder Meetings

Corporations Law Equity Schemes of Arrangement Court Approval Process Statutory Compliance Shareholder Meetings

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Parties

Intega Group Limited

Plaintiff

Kiwa Australia 2 Pty Ltd

Acquirer

Procedural Posture

Corporations – Scheme of Arrangement / Second Court Hearing – Final Approval of Scheme

Legal Issues

1 Whether the statutory requirements for approval of the scheme under s 411 of the Corporations Act 2001 (Cth) have been satisfied
2 Whether the scheme is fair and reasonable and in the interests of shareholders
3 Whether the Court should exercise its discretion to approve the scheme

Ratio Decidendi

Court Disposition

Scheme of arrangement approved; orders made as sought by the plaintiff.

Orders

Order under s 411(4)(b) of the Corporations Act 2001 (Cth) approving the scheme of arrangement.
Order under s 411(12) of the Act exempting Intega from compliance with s 411(11) of the Act.