PrimeQ Limited, in the matter of PrimeQ Limited [2018] FCA 1705

PrimeQ Limited, in the matter of PrimeQ Limited [2018] FCA 1705

The evidence establishes that the requirements for orders under s 411(1) of the Corporations Act 2001 (Cth) are met: PrimeQ is a Part 5.1 body, the proposed schemes constitute arrangements under the statute, the explanatory statement provides sufficient disclosure, procedural rules have been complied with, and the structure of consideration does not disadvantage any class of shareholders given the factual matrix, especially as all Performance shareholders are also Ordinary shareholders.

Jurisdiction
Australia
Judgment Date
01 November 2018
Procedural Posture
Corporations – Scheme of Arrangement Application / Application for Orders to Convene Meetings of Shareholders and Approve Explanatory Statement Under S 411(1) Corporations Act 2001 (cth)
Outcome
Orders made pursuant to s 411(1) of the Corporations Act 2001 (Cth) for convening of meetings of Ordinary and Performance Shareholders and approval of explanatory statement; relief from compliance with r 3.4 of Federal Court (Corporations) Rules 2000 on conditions; proceedings stood over for hearing of approval of...
Legal Topics
['scheme of Arrangement' 'shareholder Meetings' 'disclosure' 'performance Shares' 'acquisition of Shares']
['corporations Law'] ['scheme of Arrangement' 'shareholder Meetings' 'disclosure' 'performance Shares' 'acquisition of Shares']

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Procedural Posture

Corporations – Scheme of Arrangement Application / Application for Orders to Convene Meetings of Shareholders and Approve Explanatory Statement Under S 411(1) Corporations Act 2001 (cth)

Legal Issues

  1. 1 ["Whether the plaintiff is a Part 5.1 body and the proposed schemes are 'an arrangement' within s 411" 'Whether the requirements of s 411(2) regarding ASIC notice and participation have been met' 'Whether the schemes are bona fide and properly proposed and provide a fair structure for shareholders' 'Whether adequate disclosure has been provided to shareholders through the explanatory statement']

Ratio Decidendi

The evidence establishes that the requirements for orders under s 411(1) of the Corporations Act 2001 (Cth) are met: PrimeQ is a Part 5.1 body, the proposed schemes constitute arrangements under the statute, the explanatory statement provides sufficient disclosure, procedural rules have been complied with, and the structure of consideration does not disadvantage any class of shareholders given the factual matrix, especially as all Performance shareholders are also Ordinary shareholders.

Court Disposition

Orders made pursuant to s 411(1) of the Corporations Act 2001 (Cth) for convening of meetings of Ordinary and Performance Shareholders and approval of explanatory statement; relief from compliance with r 3.4 of Federal Court (Corporations) Rules 2000 on conditions; proceedings stood over for hearing of approval of...

Orders

  • ['PrimeQ may convene meetings of Ordinary Shareholders and Performance Shareholders to consider schemes of arrangement with Accenture.' 'Approval given to explanatory statement to accompany notice of meetings.' 'Relief granted from certain procedural requirements conditional on publication of meeting notice.'...