Perilya Limited, in the matter of Perilya Limited (No 2) [2013] FCA 1381

Perilya Limited, in the matter of Perilya Limited (No 2) [2013] FCA 1381

The Court was satisfied that all statutory requirements under the Corporations Act 2001 (Cth) had been met, that the scheme was proposed in good faith for a legitimate purpose, and that it was fair and reasonable as reflected in the substantial majorities of votes in favour and expert evaluation. No opposition was raised and ASIC had no objection. Accordingly, the scheme was approved and an exemption from compliance with s 411(11) granted because the company would become a wholly-owned subsidiary.

Parties
Plaintiff: Perilya Limited (ACN 009 193 695)
Jurisdiction
Australia
Judgment Date
09 December 2013
Procedural Posture
Scheme of Arrangement / Second Hearing Judgment and Orders
Outcome
scheme approved and exemption granted
Legal Topics
Schemes of Arrangement, Share Acquisition, Court Approval Under Corporations Act Section 411
Corporations Law Schemes of Arrangement Share Acquisition Court Approval Under Corporations Act Section 411

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Parties

Perilya Limited (ACN 009 193 695)

Plaintiff

Procedural Posture

Scheme of Arrangement / Second Hearing Judgment and Orders

Legal Issues

  1. 1 Whether the scheme of arrangement between Perilya Limited and its shareholders should be approved by the Court
  2. 2 Whether the scheme is fair and reasonable
  3. 3 Whether statutory requirements of the Corporations Act 2001 (Cth) have been complied with

Ratio Decidendi

The Court was satisfied that all statutory requirements under the Corporations Act 2001 (Cth) had been met, that the scheme was proposed in good faith for a legitimate purpose, and that it was fair and reasonable as reflected in the substantial majorities of votes in favour and expert evaluation. No opposition was raised and ASIC had no objection. Accordingly, the scheme was approved and an exemption from compliance with s 411(11) granted because the company would become a wholly-owned subsidiary.

Court Disposition

scheme approved and exemption granted

Orders

  • Approval of the scheme of arrangement between the Plaintiff and its shareholders pursuant to section 411(4)(b) of the Corporations Act 2001 (Cth)
  • Exemption from compliance with section 411(11) of the Corporations Act 2001 (Cth) in relation to the scheme pursuant to section 411(12)