Michelago Limited ACN 057 816 609, in the matter of Michelago Limited ACN 057 816 609 [2006] FCA 1490

Michelago Limited ACN 057 816 609, in the matter of Michelago Limited ACN 057 816 609 [2006] FCA 1490

The Court ordered the convening of meetings because ASIC did not oppose, the independent report supported the schemes as being in the best interests of shareholders and optionholders absent a more attractive proposal, Golden China had covenanted by deed poll to perform its obligations, the scheme terms were such that rational shareholders may vote in favour, and the scheme booklet contained sufficient detail to allow a balanced judgment.

Jurisdiction
Australia
Judgment Date
27 October 2006
Procedural Posture
Application in Relation to Proposed Schemes of Arrangement / Application for Orders Convening Meetings of Shareholders and Optionholders
Outcome
Orders made convening meetings of shareholders and optionholders, approving distribution of the scheme booklet, and standing the proceeding over for consideration of orders approving the schemes.
Legal Topics
['schemes of Arrangement' 'shareholder Meetings' 'optionholder Meetings' 'explanatory Statement' 'australian Securities & Investments Commission']
['corporations Law'] ['schemes of Arrangement' 'shareholder Meetings' 'optionholder Meetings' 'explanatory Statement' 'australian Securities & Investments Commission']

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Procedural Posture

Application in Relation to Proposed Schemes of Arrangement / Application for Orders Convening Meetings of Shareholders and Optionholders

Legal Issues

  1. 1 ['Whether meetings of Michelago shareholders and Michelago Optionholders should be convened to consider the proposed Share Scheme and Option Scheme.' 'Whether the proposed schemes were of a kind that rational shareholders and optionholders may vote in favour of.' 'Whether the proposed scheme booklet contained sufficient detailed material and information to enable shareholders and optionholders to make a balanced judgment.']

Ratio Decidendi

The Court ordered the convening of meetings because ASIC did not oppose, the independent report supported the schemes as being in the best interests of shareholders and optionholders absent a more attractive proposal, Golden China had covenanted by deed poll to perform its obligations, the scheme terms were such that rational shareholders may vote in favour, and the scheme booklet contained sufficient detail to allow a balanced judgment.

Court Disposition

Orders made convening meetings of shareholders and optionholders, approving distribution of the scheme booklet, and standing the proceeding over for consideration of orders approving the schemes.

Orders

  • ['There be convened by the plaintiff a meeting of its shareholders at 11.00am on 6 December 2006 to consider and, if thought fit, agree to the Share Scheme.' 'There be convened by the plaintiff a meeting of Michelago Optionholders at 11.30am on, or as soon as possible after, the Share Scheme meeting concludes or...