OPUS Group Limited, in the matter of OPUS Group Limited [2018] FCA 959

OPUS Group Limited, in the matter of OPUS Group Limited [2018] FCA 959

The Court was satisfied that the procedural, statutory and disclosure requirements for convening a scheme meeting under s 411 of the Corporations Act 2001 (Cth) were met: OPUS is a Part 5.1 body, the scheme is a bona fide arrangement between company and shareholders with only one class, sufficient disclosure was made including an independent expert's report, and ASIC had a reasonable opportunity to review and did not object. Therefore, appropriate orders to convene a meeting and dispatch materials were made.

Jurisdiction
Australia
Judgment Date
26 July 2018
Procedural Posture
Corporations – Scheme of Arrangement Application / Application Under S 411(1) of the Corporations Act 2001 (cth) for Orders to Convene Meeting
Outcome
Orders granted as sought
Legal Topics
['scheme of Arrangement' 'redomiciliation' 'shareholder Rights' 'court Approval Process']
['corporations Law'] ['scheme of Arrangement' 'redomiciliation' 'shareholder Rights' 'court Approval Process']

Case Brief

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Procedural Posture

Corporations – Scheme of Arrangement Application / Application Under S 411(1) of the Corporations Act 2001 (cth) for Orders to Convene Meeting

Legal Issues

  1. 1 ['Whether the requirements for convening a scheme meeting under s 411 of the Corporations Act 2001 (Cth) are satisfied' 'Whether explanatory statement provides proper disclosure' 'Whether shareholder classes are correct' 'Whether scheme is bona fide and properly proposed' 'Whether procedural requirements were met']

Ratio Decidendi

The Court was satisfied that the procedural, statutory and disclosure requirements for convening a scheme meeting under s 411 of the Corporations Act 2001 (Cth) were met: OPUS is a Part 5.1 body, the scheme is a bona fide arrangement between company and shareholders with only one class, sufficient disclosure was made including an independent expert's report, and ASIC had a reasonable opportunity to review and did not object. Therefore, appropriate orders to convene a meeting and dispatch materials were made.

Court Disposition

Orders granted as sought

Orders

  • ['OPUS Group Limited to convene a meeting of holders of fully paid ordinary shares as at 7pm AEST on 4 September 2018 to consider, and if thought fit, approve the proposed scheme of arrangement' 'Meeting to be held at 11am AEST on 6 September 2018 or such other date as the Court may approve at Club Rivers, 32...