In the matter of Link Administration Holdings Limited (No 2) [2024] NSWSC 529

In the matter of Link Administration Holdings Limited (No 2) [2024] NSWSC 529

The Court approved the scheme because Link had satisfied the procedural requirements for registration and dispatch of the scheme booklet, the scheme resolution was passed by the requisite statutory majorities, ASIC confirmed it had no objection for s 411(17), the relevant conditions precedent had been satisfied or waived other than Court approval, the possible voting issue arising from the Bidder's relevant interest in Link shares did not affect the outcome, the independent expert considered the scheme fair and reasonable and in shareholders' best interests in the absence of a superior proposal, and there was no concern as to disclosure, good faith, oppression, public policy or other...

Jurisdiction
Australia
Judgment Date
03 May 2024
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) for Approval of a Scheme of Arrangement / Second Court Hearing
Outcome
Orders made approving a scheme of arrangement.
Legal Topics
['schemes of Arrangement' 'court Approval of Scheme' 'shareholder Voting Majorities' 'asic No Objection' 'exemption From Annexing Court Order to Constitution']
['corporations Law'] ['schemes of Arrangement' 'court Approval of Scheme' 'shareholder Voting Majorities' 'asic No Objection' 'exemption From Annexing Court Order to Constitution']

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 1 Authorities cited 2 Party arguments 1 Amounts and remedies 1
Sign in to unlock

Procedural Posture

Application Under S 411 of the Corporations Act 2001 (cth) for Approval of a Scheme of Arrangement / Second Court Hearing

Legal Issues

  1. 1 ['Whether the procedural requirements for approval of the proposed scheme of arrangement under s 411(4) of the Corporations Act 2001 (Cth) were satisfied.' 'Whether the requisite statutory majorities approved the scheme resolution at the scheme meeting.' 'Whether votes attached to shares in which the Bidder had a relevant interest affected the outcome or gave any reason not to approve the scheme.' 'Whether the Court should exercise its discretion to approve the scheme.' 'Whether Link should be exempted from annexing the Court order to its constitution under s 411(12) of the Corporations Act 2001 (Cth).']

Ratio Decidendi

The Court approved the scheme because Link had satisfied the procedural requirements for registration and dispatch of the scheme booklet, the scheme resolution was passed by the requisite statutory majorities, ASIC confirmed it had no objection for s 411(17), the relevant conditions precedent had been satisfied or waived other than Court approval, the possible voting issue arising from the Bidder's relevant interest in Link shares did not affect the outcome, the independent expert considered the scheme fair and reasonable and in shareholders' best interests in the absence of a superior proposal, and there was no concern as to disclosure, good faith, oppression, public policy or other...

Court Disposition

Orders made approving a scheme of arrangement.

Orders

  • ['The proposed scheme of arrangement was approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Link was exempted under s 411(12) of the Corporations Act 2001 (Cth) from annexing the Court order to its constitution.']