In the matter of Link Administration Holdings Limited [2024] NSWSC 331

In the matter of Link Administration Holdings Limited [2024] NSWSC 331

The Court ordered the scheme meeting because Link satisfied the statutory and procedural requirements for a first Court hearing under s 411, the scheme booklet provided proper disclosure, ASIC did not oppose convening the meeting, the independent expert regarded the scheme as fair and reasonable and in shareholders' best interests, and the matters specifically drawn to the Court's attention did not reveal any apparent reason why the scheme should not later be approved if the required shareholder majorities were achieved.

Jurisdiction
Australia
Judgment Date
28 March 2024
Procedural Posture
Application Under Ss 411 and 1319 of the Corporations Act 2001 (cth) to Convene a Meeting of Members to Consider a Proposed Scheme of Arrangement / First Court Hearing
Outcome
Order made convening scheme meeting and approving the scheme booklet for distribution to shareholders.
Legal Topics
['schemes of Arrangement' "members' Scheme Meeting" 'scheme Booklet Disclosure' 'break Fee' 'equity Incentives' 'funding and Performance Risk' 'voting by Holders in Which Bidder Related Entities Have Relevant Interests']
['corporations Law'] ['schemes of Arrangement' "members' Scheme Meeting" 'scheme Booklet Disclosure' 'break Fee' 'equity Incentives' 'funding and Performance Risk' 'voting by Holders in Which Bidder Related Entities Have Relevant Interests']

Case Brief

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Procedural Posture

Application Under Ss 411 and 1319 of the Corporations Act 2001 (cth) to Convene a Meeting of Members to Consider a Proposed Scheme of Arrangement / First Court Hearing

Legal Issues

  1. 1 ['Whether the requirements for orders under s 411(1) of the Corporations Act 2001 (Cth) to convene a meeting of Link shareholders were satisfied.' 'Whether the scheme booklet provided proper disclosure to shareholders.' 'Whether Link shareholders who also held Link Equity Incentives formed a separate class or whether the treatment of those incentives prevented convening the scheme meeting.' "Whether the interests of Link's Managing Director and Chief Executive Officer in Link Equity Incentives were adequately disclosed for the purpose of his recommendation." 'Whether shares in which MUFG and Bidder were taken to have a relevant interest should prevent convening the scheme meeting or required a mechanism to assess voting impact.' 'Whether the break fee, funding arrangements, dispatch of scheme materials and proposed shareholder communications gave any reason not to convene the scheme meeting.']

Ratio Decidendi

The Court ordered the scheme meeting because Link satisfied the statutory and procedural requirements for a first Court hearing under s 411, the scheme booklet provided proper disclosure, ASIC did not oppose convening the meeting, the independent expert regarded the scheme as fair and reasonable and in shareholders' best interests, and the matters specifically drawn to the Court's attention did not reveal any apparent reason why the scheme should not later be approved if the required shareholder majorities were achieved.

Court Disposition

Order made convening scheme meeting and approving the scheme booklet for distribution to shareholders.

Orders

  • ['Orders made to convene the scheme meeting.' 'Associated orders made in accordance with the short minutes of order initialled by Black J and placed in the file.']