People Telecom Limited, in the matter of People Telecom Limited [2009] FCA 180

People Telecom Limited, in the matter of People Telecom Limited [2009] FCA 180

The Court ordered the convening of the scheme meeting and approved distribution of the Scheme Booklet because the evidence established the matters required at the first court hearing, the break fee was sufficiently disclosed and not excessive in the circumstances, and the proxy voting deeds did not require separate class meetings or otherwise prevent the orders sought.

Jurisdiction
Australia
Judgment Date
25 February 2009
Procedural Posture
Application for Orders Under Section 411(1) of the Corporations Act 2001 (cth) in Relation to a Scheme of Arrangement / First Court Hearing to Convene Scheme Meeting and Approve Explanatory Statement
Outcome
Application approved; orders made to convene the Shareholders' Meeting, approve distribution of the Scheme Booklet, and make ancillary procedural orders.
Legal Topics
['scheme of Arrangement' 'shareholder Meeting' 'explanatory Statement' 'break Fee' 'proxy Voting Deeds']
['corporations'] ['scheme of Arrangement' 'shareholder Meeting' 'explanatory Statement' 'break Fee' 'proxy Voting Deeds']

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Procedural Posture

Application for Orders Under Section 411(1) of the Corporations Act 2001 (cth) in Relation to a Scheme of Arrangement / First Court Hearing to Convene Scheme Meeting and Approve Explanatory Statement

Legal Issues

  1. 1 ['Whether the Court should order the Plaintiff to convene a meeting of members to consider the proposed scheme of arrangement.' 'Whether the Scheme Booklet should be approved for distribution to shareholders.' 'Whether a maximum break fee of up to $300,000, exceeding the Takeovers Panel one percent guideline, was excessive or otherwise a barrier to the orders sought.' 'Whether proxy voting deeds by certain shareholders in favour of the transaction required separate class meetings or otherwise prevented the orders sought.']

Ratio Decidendi

The Court ordered the convening of the scheme meeting and approved distribution of the Scheme Booklet because the evidence established the matters required at the first court hearing, the break fee was sufficiently disclosed and not excessive in the circumstances, and the proxy voting deeds did not require separate class meetings or otherwise prevent the orders sought.

Court Disposition

Application approved; orders made to convene the Shareholders' Meeting, approve distribution of the Scheme Booklet, and make ancillary procedural orders.

Orders

  • ['Pursuant to section 411(1) of the Corporations Act 2001 (Cth), the Plaintiff convene a meeting of its members holding ordinary shares, other than holders of Excluded Shares in respect of those Excluded Shares, for the purpose of considering and, if thought fit, approving with or without modification the proposed...