iSelect Limited, in the matter of iSelect Limited [2022] FCA 1329

iSelect Limited, in the matter of iSelect Limited [2022] FCA 1329

The statutory prerequisites for convening a scheme meeting have been met, the proposed acquisition scheme is of such a nature that it is fit for shareholder consideration and would likely be approved if statutory majorities are achieved, given the adequacy of disclosures, absence of unfairness, and lack of opposition by ASIC. It is appropriate to order the convening of the shareholders' meeting to consider the scheme under s 411(1) of the Corporations Act 2001 (Cth).

Parties
Plaintiff: iSelect Limited; Interested Party: Innovation Holdings Australia Pty Ltd
Jurisdiction
Australia
Judgment Date
07 November 2022
Procedural Posture
Scheme of Arrangement (corporations) / First Court Hearing – Order for Convening of Shareholders' Meeting
Outcome
Orders made as sought – meeting of eligible shareholders to be convened to consider scheme of arrangement.
Legal Topics
Schemes of Arrangement, Company Acquisitions, Meetings and Disclosure, Break Fees, Performance Rights, Court Approval Processes
Corporations Law Schemes of Arrangement Company Acquisitions Meetings and Disclosure Break Fees Performance Rights Court Approval Processes

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Parties

iSelect Limited

Plaintiff

Innovation Holdings Australia Pty Ltd

Interested Party

Procedural Posture

Scheme of Arrangement (corporations) / First Court Hearing – Order for Convening of Shareholders' Meeting

Legal Issues

  1. 1 Whether to order the convening of a meeting of shareholders to consider a proposed scheme of arrangement under s 411(1) of the Corporations Act 2001 (Cth)
  2. 2 Whether statutory and procedural prerequisites for convening such a meeting have been met
  3. 3 Whether the proposed scheme is fit for consideration by shareholders and likely to be approved by the court if statutory majorities are achieved

Ratio Decidendi

The statutory prerequisites for convening a scheme meeting have been met, the proposed acquisition scheme is of such a nature that it is fit for shareholder consideration and would likely be approved if statutory majorities are achieved, given the adequacy of disclosures, absence of unfairness, and lack of opposition by ASIC. It is appropriate to order the convening of the shareholders' meeting to consider the scheme under s 411(1) of the Corporations Act 2001 (Cth).

Court Disposition

Orders made as sought – meeting of eligible shareholders to be convened to consider scheme of arrangement.

Orders

  • Plaintiff to convene and hold a meeting of its shareholders (other than Excluded Shareholders) to consider and, if thought fit, agree to the proposed scheme of arrangement.
  • Scheme meeting to be held in-person and via online platform on 9 December 2022.