Palladium Holdings Pty Limited, in the matter of Palladium Holdings Pty Limited [2022] FCA 526

Palladium Holdings Pty Limited, in the matter of Palladium Holdings Pty Limited [2022] FCA 526

The legal requirements and formalities under ss 411(1) and 1319 of the Corporations Act 2001 (Cth), as well as associated rules, have been satisfied for the purpose of convening a shareholders' meeting to consider the proposed scheme of arrangement. The Court is satisfied the scheme booklet provides adequate information and that the terms of the scheme and associated arrangements are appropriate for consideration by shareholders. Subject to further consideration at the second hearing, the necessary orders are made to enable shareholder consideration of the proposal.

Parties
Plaintiff: Palladium Holdings Pty Limited; Bidder: Global Infrastructure Solutions Inc (GISI)
Jurisdiction
Australia
Judgment Date
06 April 2022
Procedural Posture
Corporations – Scheme of Arrangement – First Court Hearing / First Court Hearing – Orders for Scheme Meeting and Associated Directions
Outcome
Orders made to convene scheme meeting and associated procedural directions; matter adjourned for further hearing to consider scheme approval.
Legal Topics
Scheme of Arrangement, Shareholder Meeting, Merger and Acquisition, Explanatory Statement, Break Fee, Foreign Shareholders, Exclusivity Provisions
Corporations Law Scheme of Arrangement Shareholder Meeting Merger and Acquisition Explanatory Statement Break Fee Foreign Shareholders Exclusivity Provisions

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Parties

Palladium Holdings Pty Limited

Plaintiff

Global Infrastructure Solutions Inc (GISI)

Bidder

Procedural Posture

Corporations – Scheme of Arrangement – First Court Hearing / First Court Hearing – Orders for Scheme Meeting and Associated Directions

Legal Issues

  1. 1 Whether the requirements for convening a meeting to consider a scheme of arrangement under the Corporations Act 2001 (Cth) are met
  2. 2 Whether the explanatory statement adequately informs shareholders
  3. 3 Whether class issues or coercive effects arise from the transaction

Ratio Decidendi

The legal requirements and formalities under ss 411(1) and 1319 of the Corporations Act 2001 (Cth), as well as associated rules, have been satisfied for the purpose of convening a shareholders' meeting to consider the proposed scheme of arrangement. The Court is satisfied the scheme booklet provides adequate information and that the terms of the scheme and associated arrangements are appropriate for consideration by shareholders. Subject to further consideration at the second hearing, the necessary orders are made to enable shareholder consideration of the proposal.

Court Disposition

Orders made to convene scheme meeting and associated procedural directions; matter adjourned for further hearing to consider scheme approval.

Orders

  • Palladium Holdings Pty Limited is to convene and hold a meeting of its shareholders to consider the scheme of arrangement as set out in the orders.
  • Scheme meeting to be held 10:00am on 6 May 2022 in Brisbane; eligibility, Chairperson, quorum, and voting directions provided.