PM Capital Asian Opportunities Fund Limited, in the matter of PM Capital Asian Opportunities Fund Limited [2021] FCA 1380

PM Capital Asian Opportunities Fund Limited, in the matter of PM Capital Asian Opportunities Fund Limited [2021] FCA 1380

The scheme is of such a nature that, if agreed to by the requisite majorities at the scheme meeting, it would be likely to be approved at the second court hearing. All statutory prerequisites and adequate disclosure have been satisfied and the scheme is fit for shareholder consideration. Orders convening the scheme...

Source-derived case information.

Parties
Plaintiff: PM Capital Asian Opportunities Fund Limited; Intervener: WAM Capital Limited
Jurisdiction
Australia
Judgment Date
04 November 2021
Procedural Posture
Members' Scheme of Arrangement / First Court Hearing: Orders Convening Scheme Meeting
Outcome
Orders made convening scheme meeting for consideration of scheme arrangement.
Legal Topics
Scheme of Arrangement, Competing Takeover Offer, Disclosure Requirements, Class Voting, Break Fee, Shareholder Meeting, Variable Scheme Consideration, Takeovers Panel Proceedings
Corporations Law Scheme of Arrangement Competing Takeover Offer Disclosure Requirements Class Voting Break Fee Shareholder Meeting Variable Scheme Consideration +1 more

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Parties

PM Capital Asian Opportunities Fund Limited

Plaintiff

WAM Capital Limited

Intervener

Procedural Posture

Members' Scheme of Arrangement / First Court Hearing: Orders Convening Scheme Meeting

Legal Issues

  1. 1 Whether the scheme of arrangement is fit for consideration by shareholders
  2. 2 Adequacy of disclosure to shareholders
  3. 3 Necessity of separate classes or tagging of votes for shareholders with extraneous interests

Ratio Decidendi

The scheme is of such a nature that, if agreed to by the requisite majorities at the scheme meeting, it would be likely to be approved at the second court hearing. All statutory prerequisites and adequate disclosure have been satisfied and the scheme is fit for shareholder consideration. Orders convening the scheme meeting are appropriate.

Court Disposition

Orders made convening scheme meeting for consideration of scheme arrangement.

Orders

  • PAF to convene and hold a meeting of shareholders to consider and, if thought fit, agree to scheme of arrangement with PGF.
  • Scheme meeting to be held electronically on 13 December 2021 at 11:00 am.