Panbio Limited (ABN 19 010 728 220), in the matter of Panbio Limited (ABN 19 010 728 220) [2007] FCA 1819

Panbio Limited (ABN 19 010 728 220), in the matter of Panbio Limited (ABN 19 010 728 220) [2007] FCA 1819

The Court held it was appropriate to order the convening of a meeting of Panbio Limited shareholders to consider the scheme of arrangement as all procedural and substantive requirements (including disclosure, expert reports, regulatory correspondence, and fair formulation of the scheme) were satisfied, and the scheme was such that properly informed members could reasonably agree to it.

Jurisdiction
Australia
Judgment Date
06 November 2007
Procedural Posture
Corporations Scheme of Arrangement Application / Interlocutory (orders for Convening Meeting)
Outcome
Orders made convening meeting of shareholders and ancillary directions to proceed with scheme consideration; matter stood over for approval hearing if scheme agreed.
Legal Topics
['schemes of Arrangement' 'meetings of Shareholders' 'court Approval of Scheme' 'explanatory Statements' 'takeover and Acquisition Regulation']
['corporations Law'] ['schemes of Arrangement' 'meetings of Shareholders' 'court Approval of Scheme' 'explanatory Statements' 'takeover and Acquisition Regulation']

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Procedural Posture

Corporations Scheme of Arrangement Application / Interlocutory (orders for Convening Meeting)

Legal Issues

  1. 1 ['Whether to convene a meeting of Panbio Limited shareholders to consider a proposed scheme of arrangement under s 411 of the Corporations Act 2001 (Cth)' 'Whether the explanatory statement should be approved for distribution' 'Whether the proposed scheme and arrangements are fairly disclosed to shareholders']

Ratio Decidendi

The Court held it was appropriate to order the convening of a meeting of Panbio Limited shareholders to consider the scheme of arrangement as all procedural and substantive requirements (including disclosure, expert reports, regulatory correspondence, and fair formulation of the scheme) were satisfied, and the scheme was such that properly informed members could reasonably agree to it.

Court Disposition

Orders made convening meeting of shareholders and ancillary directions to proceed with scheme consideration; matter stood over for approval hearing if scheme agreed.

Orders

  • ['Panbio Limited to convene a meeting of holders of ordinary shares (other than Excluded Shares) to consider and, if thought fit, agree a scheme of arrangement substantially in the form in Annexure C of the Scheme Booklet.' "Scheme meeting to be held at 10.00 am on Monday, 17 December 2007 at Panbio's premises."...