iSOFT Group Limited, in the matter of iSOFT Group Limited (No 3) [2011] FCA 1026

iSOFT Group Limited, in the matter of iSOFT Group Limited (No 3) [2011] FCA 1026

The Court approved the Share Scheme and Option Scheme because the meetings had been convened and advertised in accordance with the earlier orders and the Corporations Rules, the schemes were approved by the majorities required by s 411 of the Corporations Act 2001 (Cth), ASIC had stated that it had no objection, deeds poll and evidence of satisfaction of conditions precedent were before the Court, all conditions precedent other than Court approval had been satisfied, and there was no opposition to the orders.

Jurisdiction
Australia
Judgment Date
18 July 2011
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) for Approval of Schemes of Arrangement / Approval Hearing After Meetings of Members and Option Holders
Outcome
Share Scheme and Option Scheme approved; iSOFT exempted from compliance with s 411(11); orders entered forthwith.
Legal Topics
['schemes of Arrangement' 'share Scheme' 'option Scheme' 'class Meetings' 'asic No Objection' 'convertible Notes']
['corporations Law'] ['schemes of Arrangement' 'share Scheme' 'option Scheme' 'class Meetings' 'asic No Objection' 'convertible Notes']

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Procedural Posture

Application Under S 411 of the Corporations Act 2001 (cth) for Approval of Schemes of Arrangement / Approval Hearing After Meetings of Members and Option Holders

Legal Issues

  1. 1 ['Whether the scheme of arrangement between iSOFT and its members should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether the scheme of arrangement between iSOFT and its option holders should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether iSOFT should be exempted under s 411(12) from compliance with s 411(11) in relation to the Share Scheme and Option Scheme.']

Ratio Decidendi

The Court approved the Share Scheme and Option Scheme because the meetings had been convened and advertised in accordance with the earlier orders and the Corporations Rules, the schemes were approved by the majorities required by s 411 of the Corporations Act 2001 (Cth), ASIC had stated that it had no objection, deeds poll and evidence of satisfaction of conditions precedent were before the Court, all conditions precedent other than Court approval had been satisfied, and there was no opposition to the orders.

Court Disposition

Share Scheme and Option Scheme approved; iSOFT exempted from compliance with s 411(11); orders entered forthwith.

Orders

  • ['Pursuant to s 411(4)(b) of the Corporations Act 2001 (the Corporations Act): (i) the scheme of arrangement made between the plaintiff and its members (Share Scheme), as shown to the Court, be approved; and (ii) the scheme of arrangement made between the plaintiff and its option holders (Option Scheme), as shown to...