ISS Group Limited, in the matter of ISS Group Limited (No 2) [2013] FCA 816

ISS Group Limited, in the matter of ISS Group Limited (No 2) [2013] FCA 816

The Court was satisfied that all procedural and substantive requirements for approval were met: procedural steps were followed, statutory majorities obtained, the scheme was fair and reasonable, ASIC had no objection, and the scheme was not designed to avoid Chapter 6. The exemption from s 411(11) was justified since ISS would become a wholly owned subsidiary.

Jurisdiction
Australia
Judgment Date
26 July 2013
Procedural Posture
Application Under Corporations Act S 411 / Second Hearing—approval of Scheme of Arrangement
Outcome
Scheme of arrangement approved; exemption from s 411(11) granted
Legal Topics
['scheme of Arrangement' 'court Approval of Scheme' 'exemption From Procedural Requirements Under Corporations Act S 411']
['corporations Law'] ['scheme of Arrangement' 'court Approval of Scheme' 'exemption From Procedural Requirements Under Corporations Act S 411']

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Procedural Posture

Application Under Corporations Act S 411 / Second Hearing—approval of Scheme of Arrangement

Legal Issues

  1. 1 ['Whether the scheme of arrangement between ISS Group Limited and its members should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth)' 'Whether ISS Group Limited should be exempted from compliance with s 411(11) of the Corporations Act']

Ratio Decidendi

The Court was satisfied that all procedural and substantive requirements for approval were met: procedural steps were followed, statutory majorities obtained, the scheme was fair and reasonable, ASIC had no objection, and the scheme was not designed to avoid Chapter 6. The exemption from s 411(11) was justified since ISS would become a wholly owned subsidiary.

Court Disposition

Scheme of arrangement approved; exemption from s 411(11) granted

Orders

  • ['Scheme of arrangement between ISS Group Limited and its members is approved pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth)' 'ISS Group Limited is exempted from compliance with s 411(11) pursuant to s 411(12)' 'ISS is to lodge an office copy of the orders with ASIC as soon as practicable' 'Orders be...