Midway Limited, in the matter of Midway Limited [2025] FCA 47

Midway Limited, in the matter of Midway Limited [2025] FCA 47

All statutory and procedural requirements for approval of the Scheme have been satisfied. The Scheme is fair and reasonable. There were no objections by ASIC or other parties. Accordingly, it is appropriate to exercise the Court’s discretion to approve the Scheme and to grant exemption from s 411(11) compliance.

Parties
Plaintiff: Midway Limited; Acquirer: RCM BidCo Pty Ltd
Jurisdiction
Australia
Judgment Date
04 February 2025
Procedural Posture
Scheme of Arrangement (corporations) / Second Court Hearing – Application for Approval of Scheme
Outcome
Scheme approved; exemption from s 411(11) granted
Legal Topics
Scheme of Arrangement, Approval of Scheme Under S 411 of Corporations Act 2001 (cth), Statutory Prerequisites for Scheme, Court’s Discretion
Corporations Law Scheme of Arrangement Approval of Scheme Under S 411 of Corporations Act 2001 (cth) Statutory Prerequisites for Scheme Court’s Discretion

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Parties

Midway Limited

Plaintiff

RCM BidCo Pty Ltd

Acquirer

Procedural Posture

Scheme of Arrangement (corporations) / Second Court Hearing – Application for Approval of Scheme

Legal Issues

  1. 1 Whether statutory and procedural requirements for approval of scheme of arrangement are satisfied
  2. 2 Whether court’s discretion to approve scheme should be exercised
  3. 3 Whether compliance with s 411(11) should be exempted

Ratio Decidendi

All statutory and procedural requirements for approval of the Scheme have been satisfied. The Scheme is fair and reasonable. There were no objections by ASIC or other parties. Accordingly, it is appropriate to exercise the Court’s discretion to approve the Scheme and to grant exemption from s 411(11) compliance.

Court Disposition

Scheme approved; exemption from s 411(11) granted

Orders

  • Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth), the Scheme of Arrangement is approved.
  • Midway Limited is exempted from compliance with s 411(11) in respect of the Scheme.