Opus Group Limited, in the matter of Opus Group Limited (No 2) [2018] FCA 1413

Opus Group Limited, in the matter of Opus Group Limited (No 2) [2018] FCA 1413

The scheme of arrangement was approved because the procedural irregularity in dispatching scheme materials did not affect the integrity or outcome of the vote, there was compliance with statutory requirements or appropriate orders made to cure irregularities, full disclosure was made, the scheme was fair and reasonable, and ASIC did not object.

Parties
Plaintiff: Opus Group Limited
Jurisdiction
Australia
Judgment Date
13 September 2018
Procedural Posture
Corporations Scheme of Arrangement Application / Final Approval Hearing
Outcome
Scheme of arrangement approved; validating orders made for procedural irregularity; exemption from compliance with s 411(11) granted.
Legal Topics
Scheme of Arrangement, Court Approval, Procedural Irregularity, Statutory Majority
Corporations Law Scheme of Arrangement Court Approval Procedural Irregularity Statutory Majority

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Parties

Opus Group Limited

Plaintiff

Procedural Posture

Corporations Scheme of Arrangement Application / Final Approval Hearing

Legal Issues

  1. 1 Whether the scheme of arrangement between Opus Group Limited and its shareholders should be approved under s 411 of the Corporations Act 2001 (Cth)
  2. 2 Whether procedural irregularities in the dispatch of scheme materials invalidate the meeting or voting outcome
  3. 3 Whether the scheme is fair and reasonable and in the interests of shareholders

Ratio Decidendi

The scheme of arrangement was approved because the procedural irregularity in dispatching scheme materials did not affect the integrity or outcome of the vote, there was compliance with statutory requirements or appropriate orders made to cure irregularities, full disclosure was made, the scheme was fair and reasonable, and ASIC did not object.

Court Disposition

Scheme of arrangement approved; validating orders made for procedural irregularity; exemption from compliance with s 411(11) granted.

Orders

  • Approval of the scheme of arrangement pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth)
  • Exemption from compliance with s 411(11) of the Act in relation to the scheme