Probiotec Limited, in the matter of Probiotec Limited (No 2) [2024] FCA 593

Probiotec Limited, in the matter of Probiotec Limited (No 2) [2024] FCA 593

The Court is satisfied that all statutory and procedural requirements for approval of the scheme of arrangement under s 411(4)(b) were met, that the scheme is fair and reasonable as evidenced by the support of voting shareholders and the independent expert, full and fair disclosure was made, and no matters justified withholding approval. Orders for approval and exemption from s 411(11) are appropriate.

Jurisdiction
Australia
Judgment Date
05 June 2024
Procedural Posture
Corporations – Scheme of Arrangement / Second Court Hearing – Application for Approval Under S 411(4)(b) of the Corporations Act 2001 (cth)
Outcome
Scheme of arrangement approved; exemption from compliance with s 411(11) granted.
Legal Topics
['scheme of Arrangement' 'share Acquisition' 'court Approval' 'disclosure Requirements' 'section 411 Corporations Act']
['corporations Law'] ['scheme of Arrangement' 'share Acquisition' 'court Approval' 'disclosure Requirements' 'section 411 Corporations Act']

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Procedural Posture

Corporations – Scheme of Arrangement / Second Court Hearing – Application for Approval Under S 411(4)(b) of the Corporations Act 2001 (cth)

Legal Issues

  1. 1 ['Whether statutory and procedural requirements for approval of scheme of arrangement have been satisfied' 'Whether the scheme is fair and reasonable to shareholders' 'Whether full and fair disclosure has been made to shareholders' 'Compliance with s 411(17) of the Corporations Act (ASIC no objection)' 'Exemption from s 411(11) of the Corporations Act']

Ratio Decidendi

The Court is satisfied that all statutory and procedural requirements for approval of the scheme of arrangement under s 411(4)(b) were met, that the scheme is fair and reasonable as evidenced by the support of voting shareholders and the independent expert, full and fair disclosure was made, and no matters justified withholding approval. Orders for approval and exemption from s 411(11) are appropriate.

Court Disposition

Scheme of arrangement approved; exemption from compliance with s 411(11) granted.

Orders

  • ['Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth), the Scheme is approved.' 'Pursuant to s 411(12) of the Act, Probiotec Limited is exempted from compliance with s 411(11) in respect of the Scheme.' 'Orders to be entered forthwith.']