iSelect Limited, in the matter of iSelect Limited (No 2) [2022] FCA 1528

iSelect Limited, in the matter of iSelect Limited (No 2) [2022] FCA 1528

The scheme of arrangement satisfied all statutory and procedural requirements and was fair and reasonable as evidenced by overwhelming shareholder approval, proper disclosure, and absence of opposition, so the Court approved the scheme and granted exemption from section 411(11).

Jurisdiction
Australia
Judgment Date
16 December 2022
Procedural Posture
Corporations – Scheme of Arrangement / Second Court Hearing – Application for Approval of Scheme
Outcome
Scheme approved; exemption from compliance with s 411(11) granted.
Legal Topics
['scheme of Arrangement' 'court Approval of Scheme' 'statutory Compliance' 'fairness to Shareholders' 'disclosure Obligations']
['corporations Law'] ['scheme of Arrangement' 'court Approval of Scheme' 'statutory Compliance' 'fairness to Shareholders' 'disclosure Obligations']

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Procedural Posture

Corporations – Scheme of Arrangement / Second Court Hearing – Application for Approval of Scheme

Legal Issues

  1. 1 ['Whether statutory and procedural requirements for approval of the scheme of arrangement under s 411 of the Corporations Act 2001 (Cth) were satisfied' 'Whether the scheme is fair and reasonable such that an intelligent and honest shareholder, properly informed and acting alone, might approve it' 'Whether to exercise the Court’s discretion to approve the scheme']

Ratio Decidendi

The scheme of arrangement satisfied all statutory and procedural requirements and was fair and reasonable as evidenced by overwhelming shareholder approval, proper disclosure, and absence of opposition, so the Court approved the scheme and granted exemption from section 411(11).

Court Disposition

Scheme approved; exemption from compliance with s 411(11) granted.

Orders

  • ['Pursuant to section 411(4)(b) of the Corporations Act 2001 (Cth), the scheme is approved.' 'Pursuant to section 411(12) of the Corporations Act 2001 (Cth), iSelect is exempted from compliance with section 411(11) in respect of the scheme.' 'Orders be entered forthwith pursuant to rule 39.34 of the Federal Court...