Onthehouse Holdings Limited, in the matter of Onthehouse Holdings Limited [2016] FCA 1167

Onthehouse Holdings Limited, in the matter of Onthehouse Holdings Limited [2016] FCA 1167

The Court was satisfied that the legal and procedural requirements under s 411 of the Corporations Act 2001 (Cth) for convening a shareholder meeting to consider a scheme of arrangement were met, including adequate disclosure, conditionality of the scheme on prior shareholder approval, and appropriateness of the...

Source-derived case information.

Parties
Plaintiff: Onthehouse Holdings Limited; Consortium Member: Macquarie Corporate Holdings Pty Ltd
Jurisdiction
Australia
Judgment Date
28 September 2016
Procedural Posture
Corporations – Scheme of Arrangement Application / Application for Orders to Convene Scheme Meeting (first Court Hearing)
Outcome
Orders made convening a scheme meeting of relevant OTH shareholders; Scheme Booklet approved for distribution; further procedural directions given.
Legal Topics
Scheme of Arrangement, Shareholder Meeting, Acquisition of Shares, Court Approval Process, ASX Listing Rules Compliance
Corporations Law Scheme of Arrangement Shareholder Meeting Acquisition of Shares Court Approval Process ASX Listing Rules Compliance

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Parties

Onthehouse Holdings Limited

Plaintiff

Macquarie Corporate Holdings Pty Ltd

Consortium Member

Procedural Posture

Corporations – Scheme of Arrangement Application / Application for Orders to Convene Scheme Meeting (first Court Hearing)

Legal Issues

  1. 1 Whether to make orders convening a meeting of OTH shareholders to consider a scheme of arrangement under s 411(1) of the Corporations Act 2001 (Cth)
  2. 2 Whether disclosures and procedural requirements for the scheme meeting are satisfied
  3. 3 Whether the Scheme Booklet is appropriate for distribution to shareholders

Ratio Decidendi

The Court was satisfied that the legal and procedural requirements under s 411 of the Corporations Act 2001 (Cth) for convening a shareholder meeting to consider a scheme of arrangement were met, including adequate disclosure, conditionality of the scheme on prior shareholder approval, and appropriateness of the Scheme Booklet, and therefore made the orders sought.

Court Disposition

Orders made convening a scheme meeting of relevant OTH shareholders; Scheme Booklet approved for distribution; further procedural directions given.

Orders

  • OTH convene a scheme meeting of holders of fully paid ordinary shares (other than those held by or on behalf of 77VSV) to consider and, if thought fit, agree to the scheme of arrangement.
  • The scheme meeting is to be held immediately after the extraordinary general meeting conditional on prior passage of the Corrective Resolution.