ISS Group Limited, in the matter of ISS Group Limited [2013] FCA 630

ISS Group Limited, in the matter of ISS Group Limited [2013] FCA 630

The Court made the orders because the proposed scheme was capable of approval under s 411, the draft scheme booklet provided satisfactory disclosure, the independent expert considered the scheme fair and reasonable and in shareholders' best interests in the absence of a superior proposal, there was no demonstrated...

Source-derived case information.

Jurisdiction
Australia
Judgment Date
20 June 2013
Procedural Posture
Corporations Scheme of Arrangement Application / Application for Order That Company Convene Meeting Under S 411(1) of the Corporations Act 2001 (cth)
Outcome
Orders made convening a meeting of ISS shareholders and making ancillary scheme orders.
Legal Topics
['scheme of Arrangement' 'order to Convene Scheme Meeting' 'explanatory Statement' 'break Fee' 'exclusivity Provisions' 'asic Notice']
['corporations Law'] ['scheme of Arrangement' 'order to Convene Scheme Meeting' 'explanatory Statement' 'break Fee' 'exclusivity Provisions' 'asic Notice']

Source-derived case record

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Procedural Posture

Corporations Scheme of Arrangement Application / Application for Order That Company Convene Meeting Under S 411(1) of the Corporations Act 2001 (cth)

Legal Issues

  1. 1 ['Whether the proposed scheme was one that may be approved under s 411 of the Corporations Act 2001 (Cth).' 'Whether the disclosure in the draft scheme booklet was satisfactory.' 'Whether the break fee and exclusivity provisions should prevent the scheme being put to shareholders.' "Whether necessary procedural matters for calling and conducting the shareholders' meeting had been met."]

Ratio Decidendi

The Court made the orders because the proposed scheme was capable of approval under s 411, the draft scheme booklet provided satisfactory disclosure, the independent expert considered the scheme fair and reasonable and in shareholders' best interests in the absence of a superior proposal, there was no demonstrated performance risk, the break fee and exclusivity provisions did not prevent shareholders from fairly considering the scheme, procedural requirements had been met, and ASIC had been notified and did not propose to make submissions at that point.

Court Disposition

Orders made convening a meeting of ISS shareholders and making ancillary scheme orders.

Orders

  • ['Pursuant to s 411 of the Corporations Act 2001 (Cth), ISS was to convene a meeting of holders of fully paid ordinary shares in Perth on 24 July 2013 at 11:00am, or another Court-approved date and time, to consider and if thought fit approve the proposed scheme of arrangement.' 'The scheme booklet containing the...