PrimeQ Limited, in the matter of PrimeQ Limited (No 2) [2018] FCA 2073

PrimeQ Limited, in the matter of PrimeQ Limited (No 2) [2018] FCA 2073

The schemes were approved because PrimeQ complied with the convening orders, the statutory voting majorities were well exceeded, ASIC had no objection, there was no evidence of improper purpose, oppression, inadequate disclosure or public policy objection, and the schemes were fair and reasonable. The s 411(12) exemption was granted because, given the terms of the schemes and that PrimeQ would become a wholly owned subsidiary of Accenture, compliance with s 411(11) was not necessary.

Jurisdiction
Australia
Judgment Date
07 December 2018
Procedural Posture
Application Under S 411(4)(b) and S 411(12) of the Corporations Act 2001 (cth) for Approval of Two Schemes of Arrangement and Exemption From S 411(11) Compliance / Second Court Hearing for Approval of Schemes of Arrangement
Outcome
Application granted; schemes approved and exemption from s 411(11) compliance ordered.
Legal Topics
['schemes of Arrangement' 'share Acquisition' 'court Approval Under S 411(4)(b)' 'exemption Under S 411(12)' 'asic No Objection']
['corporations Law'] ['schemes of Arrangement' 'share Acquisition' 'court Approval Under S 411(4)(b)' 'exemption Under S 411(12)' 'asic No Objection']

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Procedural Posture

Application Under S 411(4)(b) and S 411(12) of the Corporations Act 2001 (cth) for Approval of Two Schemes of Arrangement and Exemption From S 411(11) Compliance / Second Court Hearing for Approval of Schemes of Arrangement

Legal Issues

  1. 1 ['Whether the scheme of arrangement between PrimeQ Limited and holders of its ordinary shares should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether the scheme of arrangement between PrimeQ Limited and holders of its Class A performance shares should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether PrimeQ Limited should be exempted under s 411(12) of the Corporations Act 2001 (Cth) from compliance with s 411(11) in relation to the schemes.']

Ratio Decidendi

The schemes were approved because PrimeQ complied with the convening orders, the statutory voting majorities were well exceeded, ASIC had no objection, there was no evidence of improper purpose, oppression, inadequate disclosure or public policy objection, and the schemes were fair and reasonable. The s 411(12) exemption was granted because, given the terms of the schemes and that PrimeQ would become a wholly owned subsidiary of Accenture, compliance with s 411(11) was not necessary.

Court Disposition

Application granted; schemes approved and exemption from s 411(11) compliance ordered.

Orders

  • ['Pursuant to subs 411(4)(b) of the Corporations Act 2001 (Cth), the scheme of arrangement between PrimeQ Limited and the holders of its ordinary shares in the form annexed and marked "A" be approved.' 'Pursuant to subs 411(4)(b) of the Corporations Act 2001 (Cth), the scheme of arrangement between PrimeQ Limited...