In the matter of Millennium Services Group Limited (No 2) [2024] NSWSC 528

In the matter of Millennium Services Group Limited (No 2) [2024] NSWSC 528

The scheme was approved because MSG had complied with applicable procedural and statutory requirements, the scheme meeting was properly held, shareholders approved the scheme by the requisite majorities, ASIC had no objection under s 411(17)(b), relevant conditions precedent had been satisfied or waived other than Court approval, no shareholder opposed approval, voter turnout did not undermine the adequacy of communications, and the minor difference in the proxy form was a procedural irregularity of no material effect that caused no substantial injustice and did not invalidate the vote.

Jurisdiction
Australia
Judgment Date
03 May 2024
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) for Orders Approving a Scheme of Arrangement / Second Court Hearing
Outcome
Orders made approving a scheme of arrangement.
Legal Topics
['schemes of Arrangement' 'arrangements and Reconstructions' 'shareholder Approval' 'procedural Irregularity' 'court Approval Under S 411']
['corporations'] ['schemes of Arrangement' 'arrangements and Reconstructions' 'shareholder Approval' 'procedural Irregularity' 'court Approval Under S 411']

Case Brief

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Procedural Posture

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

Legal Issues

  1. 1 ['Whether the procedural requirements for approval of the scheme of arrangement were satisfied.' 'Whether the minor difference between the scheme resolution in the notice of meeting and in the proxy form invalidated the scheme meeting or resolution.' 'Whether the Court should exercise its discretion to approve the scheme under s 411(4) of the Corporations Act 2001 (Cth).' 'Whether MSG should be exempted from compliance with s 411(11) of the Corporations Act 2001 (Cth).']

Ratio Decidendi

The scheme was approved because MSG had complied with applicable procedural and statutory requirements, the scheme meeting was properly held, shareholders approved the scheme by the requisite majorities, ASIC had no objection under s 411(17)(b), relevant conditions precedent had been satisfied or waived other than Court approval, no shareholder opposed approval, voter turnout did not undermine the adequacy of communications, and the minor difference in the proxy form was a procedural irregularity of no material effect that caused no substantial injustice and did not invalidate the vote.

Court Disposition

Orders made approving a scheme of arrangement.

Orders

  • ['The scheme was approved pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth).' 'MSG was exempted from compliance with s 411(11) of the Corporations Act 2001 (Cth).']