iSOFT Group Limited, in the matter of iSOFT Group Limited [2011] FCA 680

iSOFT Group Limited, in the matter of iSOFT Group Limited [2011] FCA 680

The Court acceded to iSOFT's application because iSOFT was a Part 5.1 body, each proposed scheme was an arrangement within s 411 of the Corporations Act 2001 (Cth), the explanatory memorandum made adequate disclosure to shareholders and optionholders, ASIC had a reasonable opportunity to examine the schemes, and the concerns about OHTI receiving a benefit through repayment of Convertible Notes were addressed by disclosure and separate shareholder meetings.

Jurisdiction
Australia
Judgment Date
09 June 2011
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) for Orders Convening Meetings to Consider Schemes of Arrangement / First Court Hearing; Orders Made to Convene Meetings and Approve Distribution of Explanatory Statement
Outcome
Application granted; orders made convening meetings and approving distribution of the explanatory statement.
Legal Topics
['schemes of Arrangement' 'share Scheme' 'option Scheme' 'court Ordered Meetings' 'explanatory Statement' 'class Meetings' 'collateral Benefit' 'deal Protection Clauses' 'break Fee']
['corporations Law'] ['schemes of Arrangement' 'share Scheme' 'option Scheme' 'court Ordered Meetings' 'explanatory Statement' 'class Meetings' 'collateral Benefit' 'deal Protection Clauses' 'break Fee']

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Procedural Posture

Application Under S 411 of the Corporations Act 2001 (cth) for Orders Convening Meetings to Consider Schemes of Arrangement / First Court Hearing; Orders Made to Convene Meetings and Approve Distribution of Explanatory Statement

Legal Issues

  1. 1 ['Whether the Court should order meetings of iSOFT shareholders and optionholders to consider the proposed schemes of arrangement under s 411 of the Corporations Act 2001 (Cth).' 'Whether separate shareholder meetings should be convened for OHTI and other shareholders because OHTI would receive benefits from repayment of Convertible Notes.' 'Whether the proposed explanatory memorandum made adequate disclosure to shareholders and optionholders.' 'Whether deal protection clauses and the break fee in the Scheme Implementation Agreement were appropriate in the circumstances.']

Ratio Decidendi

The Court acceded to iSOFT's application because iSOFT was a Part 5.1 body, each proposed scheme was an arrangement within s 411 of the Corporations Act 2001 (Cth), the explanatory memorandum made adequate disclosure to shareholders and optionholders, ASIC had a reasonable opportunity to examine the schemes, and the concerns about OHTI receiving a benefit through repayment of Convertible Notes were addressed by disclosure and separate shareholder meetings.

Court Disposition

Application granted; orders made convening meetings and approving distribution of the explanatory statement.

Orders

  • ['Pursuant to s 411(1) of the Corporations Act 2001, iSOFT was ordered to convene Share Scheme Meeting 1 for members other than OHTI and related bodies corporate to consider the Share Scheme.' 'Pursuant to s 411(1) of the Corporations Act 2001, iSOFT was ordered to convene Share Scheme Meeting 2 for OCP Shareholders...