Over the Wire Holdings Limited, in the matter of Over the Wire Holdings Limited [2022] FCA 26

Over the Wire Holdings Limited, in the matter of Over the Wire Holdings Limited [2022] FCA 26

The court is satisfied that OTW has met all formal and substantive statutory preconditions under s 411(1) of the Corporations Act, all material provisions including consideration structure, break fee, exclusivity, performance risk and director incentives are adequately disclosed in the Scheme Booklet, and it is appropriate to convene a scheme meeting and approve the explanatory statement.

Parties
Plaintiff: Over the Wire Holdings Limited; Interested Person: Aussie Broadband Limited
Jurisdiction
Australia
Judgment Date
21 January 2022
Procedural Posture
Corporations Scheme of Arrangement / First Court Hearing for Orders Convening Members' Meeting
Outcome
Application granted: orders made convening scheme meeting and approving distribution of explanatory statement (Scheme Booklet).
Legal Topics
Scheme of Arrangement, Acquisition of Shares, Exclusivity Provisions, Break Fee, Performance Risk, Disclosure Obligations, Director Benefits
Corporations Corporate Insolvency Scheme of Arrangement Acquisition of Shares Exclusivity Provisions Break Fee Performance Risk Disclosure Obligations +1 more

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Parties

Over the Wire Holdings Limited

Plaintiff

Aussie Broadband Limited

Interested Person

Procedural Posture

Corporations Scheme of Arrangement / First Court Hearing for Orders Convening Members' Meeting

Legal Issues

  1. 1 Whether to order a meeting of OTW members to consider a scheme of arrangement for acquisition of shares
  2. 2 Whether the Scheme Booklet and related disclosures are adequate
  3. 3 Whether the break fee and exclusivity provisions are justified and appropriately disclosed

Ratio Decidendi

The court is satisfied that OTW has met all formal and substantive statutory preconditions under s 411(1) of the Corporations Act, all material provisions including consideration structure, break fee, exclusivity, performance risk and director incentives are adequately disclosed in the Scheme Booklet, and it is appropriate to convene a scheme meeting and approve the explanatory statement.

Court Disposition

Application granted: orders made convening scheme meeting and approving distribution of explanatory statement (Scheme Booklet).

Orders

  • Plaintiff to convene Scheme Meeting of holders of fully paid ordinary shares to consider and vote on proposed scheme of arrangement.
  • Scheme Meeting to be held on 24 February 2022 at 11:00am AEST as virtual meeting accessed through designated online platform.