Konekt Limited, in the matter of Konekt Limited [2019] FCA 1811

Konekt Limited, in the matter of Konekt Limited [2019] FCA 1811

The Court made the convening and related orders because Konekt was a Part 5.1 body, the proposed scheme was an arrangement within s 411 of the Corporations Act 2001 (Cth), the scheme booklet provided appropriate disclosure, the scheme was bona fide and properly proposed, ASIC had notice and did not oppose or intervene, the procedural requirements of the Corporations Act 2001 (Cth) and Federal Court (Corporations) Rules 2000 (Cth) were met, and there was no apparent reason, subject to matters including the Dividend Loan and conditions precedent, why approval orders would not be made if the requisite shareholder majorities were obtained.

Jurisdiction
Australia
Judgment Date
30 October 2019
Procedural Posture
Application for Orders Convening a Members' Scheme Meeting and Approving Despatch of a Scheme Booklet Under Ss 411 and 1319 of the Corporations Act 2001 (cth) / First Court Hearing
Outcome
Application granted; orders made under ss 411(1) and 1319 of the Corporations Act 2001 (Cth).
Legal Topics
["members' Scheme of Arrangement" 'convening Scheme Meeting' 'scheme Booklet and Explanatory Statement' 'director Recommendation and Disclosure of Interests' 'dividend Loan and Financial Assistance' 'asic Notice and Non Opposition']
['corporations Law'] ["members' Scheme of Arrangement" 'convening Scheme Meeting' 'scheme Booklet and Explanatory Statement' 'director Recommendation and Disclosure of Interests' 'dividend Loan and Financial Assistance' 'asic Notice and Non Opposition']

Case Brief

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Procedural Posture

Application for Orders Convening a Members' Scheme Meeting and Approving Despatch of a Scheme Booklet Under Ss 411 and 1319 of the Corporations Act 2001 (cth) / First Court Hearing

Legal Issues

  1. 1 ['Whether Konekt should be ordered under s 411(1) of the Corporations Act 2001 (Cth) to convene a meeting of holders of fully paid ordinary shares to consider the proposed scheme of arrangement.' 'Whether the scheme booklet should be approved for despatch as the explanatory statement for the purposes of s 411(1) of the Corporations Act 2001 (Cth).' 'Whether orders should be made under s 1319 of the Corporations Act 2001 (Cth) concerning the scheme meeting record date, proxy deadline, chairperson, adjournment power and poll voting.' "Whether the interests of Konekt's Managing Director and Chief Executive Officer, Damian Banks, were appropriately disclosed in connection with the directors' recommendation." 'Whether the possible application of s 260A of the Corporations Act 2001 (Cth) to the Dividend Loan prevented approval of despatch of the scheme booklet at the first court hearing.']

Ratio Decidendi

The Court made the convening and related orders because Konekt was a Part 5.1 body, the proposed scheme was an arrangement within s 411 of the Corporations Act 2001 (Cth), the scheme booklet provided appropriate disclosure, the scheme was bona fide and properly proposed, ASIC had notice and did not oppose or intervene, the procedural requirements of the Corporations Act 2001 (Cth) and Federal Court (Corporations) Rules 2000 (Cth) were met, and there was no apparent reason, subject to matters including the Dividend Loan and conditions precedent, why approval orders would not be made if the requisite shareholder majorities were obtained.

Court Disposition

Application granted; orders made under ss 411(1) and 1319 of the Corporations Act 2001 (Cth).

Orders

  • ['Konekt Limited is to convene a meeting of holders of fully paid ordinary shares to consider and, if thought fit, agree to the scheme of arrangement.' 'The scheme meeting is to be held at 10:00 am on Tuesday, 3 December 2019 at the offices of Gilbert + Tobin, Level 35, Tower Two – International Towers, 200...