Lion Nathan Limited, in the matter of Lion Nathan Limited [2009] FCA 870

Lion Nathan Limited, in the matter of Lion Nathan Limited [2009] FCA 870

The Court was satisfied that ASIC had ample opportunity to consider the draft Scheme Booklet, that the Scheme Booklet constituted fair disclosure of the proposal, and that there was nothing in the material to suggest misleading or deceptive content. The evidence, including the independent expert's report and financial assistance analysis, did not disclose a reason to refuse the application. It was therefore appropriate to convene the Scheme Meeting and to waive compliance with r 3.3(2) to the extent necessary for the proposed New Zealand notice procedure.

Jurisdiction
Australia
Judgment Date
05 August 2009
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) to Convene a Shareholders' Meeting for a Proposed Scheme of Arrangement / First Court Hearing; Orders Made Convening Scheme Meeting
Outcome
Application granted; orders made convening the Scheme Meeting and making ancillary procedural and confidentiality orders.
Legal Topics
['scheme of Arrangement' 'shareholder Meeting' 'explanatory Statement' 'financial Assistance' 'asic Opportunity to Make Submissions' 'confidentiality Orders' 'electronic Voting' 'notice to Shareholders']
['corporations Law'] ['scheme of Arrangement' 'shareholder Meeting' 'explanatory Statement' 'financial Assistance' 'asic Opportunity to Make Submissions' 'confidentiality Orders' 'electronic Voting' 'notice to Shareholders']

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Procedural Posture

Application Under S 411 of the Corporations Act 2001 (cth) to Convene a Shareholders' Meeting for a Proposed Scheme of Arrangement / First Court Hearing; Orders Made Convening Scheme Meeting

Legal Issues

  1. 1 ['Whether the Court should order the convening of a meeting of Non-Kirin Shareholders to consider the proposed Scheme of Arrangement under s 411 of the Corporations Act 2001 (Cth).' 'Whether the Australian Securities and Investments Commission had a reasonable opportunity to make submissions in relation to the draft explanatory statement.' 'Whether the Scheme Booklet constituted fair disclosure and contained no misleading or deceptive material.' 'Whether the payment of dividends raised a contravention issue under s 260A of the Corporations Act 2001 (Cth).' 'Whether compliance with r 3.3(2) of the Federal Court (Corporations) Rules 2000 (Cth) should be waived for notice to shareholders with New Zealand addresses.' 'Whether the proposed use of electronic voting technology gave rise to concerns about fairness or reliability.']

Ratio Decidendi

The Court was satisfied that ASIC had ample opportunity to consider the draft Scheme Booklet, that the Scheme Booklet constituted fair disclosure of the proposal, and that there was nothing in the material to suggest misleading or deceptive content. The evidence, including the independent expert's report and financial assistance analysis, did not disclose a reason to refuse the application. It was therefore appropriate to convene the Scheme Meeting and to waive compliance with r 3.3(2) to the extent necessary for the proposed New Zealand notice procedure.

Court Disposition

Application granted; orders made convening the Scheme Meeting and making ancillary procedural and confidentiality orders.

Orders

  • ['A meeting of Lion Nathan shareholders other than Kirin Holdings Company, Limited and its related bodies corporate was ordered to be convened at or about 10.00 am on 17 September 2009 to consider the proposed Scheme of Arrangement.' 'The Scheme Meeting was ordered to be held at the Grand Ballroom, the Hilton...