PayGroup Limited, in the matter of PayGroup Limited (No 2) [2022] FCA 1350

PayGroup Limited, in the matter of PayGroup Limited (No 2) [2022] FCA 1350

The Court approved the Scheme because the statutory majorities were achieved, ASIC had no objection, no person opposed the Scheme, all relevant matters were disclosed to the Court, the Scheme was supported by members and directors and considered by the independent expert to be in members' best interests, and the Court was satisfied that the identified non-compliance with the convening orders was inadvertent, caused no prejudice, was procedural and could be remedied under s 1322 of the Corporations Act 2001 (Cth). The Court was also satisfied that the Scheme was made in good faith, was fair and reasonable, did not oppress members and did not offend public policy.

Jurisdiction
Australia
Judgment Date
08 November 2022
Procedural Posture
Application for Approval of a Scheme of Arrangement Under the Corporations Act 2001 (cth) / Second Court Hearing
Outcome
Scheme approved and ancillary remedial and exemption orders made.
Legal Topics
['approval of Scheme of Arrangement' 'remedial Orders for Procedural Non Compliance' 'asic No Objection Statement' 'shareholder Voting and Statutory Majorities' 'telephone Campaign Before Scheme Meeting']
['corporations' 'schemes of Arrangement'] ['approval of Scheme of Arrangement' 'remedial Orders for Procedural Non Compliance' 'asic No Objection Statement' 'shareholder Voting and Statutory Majorities' 'telephone Campaign Before Scheme Meeting']

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Procedural Posture

Application for Approval of a Scheme of Arrangement Under the Corporations Act 2001 (cth) / Second Court Hearing

Legal Issues

  1. 1 ['Whether the Scheme should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether non-compliance with the convening orders concerning advertisement, dispatch timing, annexure version and mode of dispatch was procedural, caused no prejudice and could be remediated under s 1322 of the Corporations Act 2001 (Cth).' "Whether the telephone calling campaign affected the court's approval of the Scheme." 'Whether the statutory majorities and other statutory and procedural requirements for approval of the Scheme were satisfied.' 'Whether the Scheme was fair and reasonable and not proposed to avoid Chapter 6 of the Corporations Act 2001 (Cth).']

Ratio Decidendi

The Court approved the Scheme because the statutory majorities were achieved, ASIC had no objection, no person opposed the Scheme, all relevant matters were disclosed to the Court, the Scheme was supported by members and directors and considered by the independent expert to be in members' best interests, and the Court was satisfied that the identified non-compliance with the convening orders was inadvertent, caused no prejudice, was procedural and could be remedied under s 1322 of the Corporations Act 2001 (Cth). The Court was also satisfied that the Scheme was made in good faith, was fair and reasonable, did not oppress members and did not offend public policy.

Court Disposition

Scheme approved and ancillary remedial and exemption orders made.

Orders

  • ['Under s 1322(4)(a) of the Corporations Act 2001 (Cth), the convening of the scheme meeting and the resolution of that meeting to approve the Scheme are not invalid by reason of any failure to have convened that meeting in accordance with paragraph 2 of the order made on 23 August 2022.' 'Under s 1322(4)(d) of the...