Nearmap Ltd, in the matter of Nearmap Ltd (No 2) [2022] FCA 1464

Nearmap Ltd, in the matter of Nearmap Ltd (No 2) [2022] FCA 1464

The Court was satisfied that all statutory and procedural requirements for approval of the scheme of arrangement had been complied with or any minor irregularity cured, that the scheme was fair and reasonable to the shareholders, and that there was no evidence of bad faith, oppression, or adverse effect on third parties; accordingly, the orders approving the scheme and exempting Nearmap from s 411(11) were made.

Jurisdiction
Australia
Judgment Date
05 December 2022
Procedural Posture
Corporations – Scheme of Arrangement / Second Court Hearing (approval of Scheme)
Outcome
Scheme approved and exemption granted
Legal Topics
['scheme of Arrangement' 'approval of Scheme' 'statutory and Procedural Requirements' 'fairness and Reasonableness' 'exemption From Compliance With Constitution Annexure']
['corporations Law' 'commercial Law'] ['scheme of Arrangement' 'approval of Scheme' 'statutory and Procedural Requirements' 'fairness and Reasonableness' 'exemption From Compliance With Constitution Annexure']

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Procedural Posture

Corporations – Scheme of Arrangement / Second Court Hearing (approval of Scheme)

Legal Issues

  1. 1 ['Whether the statutory and procedural requirements for approval of the scheme of arrangement have been met' 'Whether the scheme is fair and reasonable and should be approved in the discretion of the Court' 'Whether an exemption should be given from compliance with s 411(11) of the Corporations Act 2001 (Cth)']

Ratio Decidendi

The Court was satisfied that all statutory and procedural requirements for approval of the scheme of arrangement had been complied with or any minor irregularity cured, that the scheme was fair and reasonable to the shareholders, and that there was no evidence of bad faith, oppression, or adverse effect on third parties; accordingly, the orders approving the scheme and exempting Nearmap from s 411(11) were made.

Court Disposition

Scheme approved and exemption granted

Orders

  • ['Approval of the scheme of arrangement between Nearmap and its shareholders as agreed at the meeting held on 25 November 2022, under section 411(4)(b) of the Corporations Act 2001 (Cth)' 'Exemption from compliance with section 411(11) in respect of the scheme under section 411(12)' 'Orders be entered forthwith...