Programmed Maintenance Services Limited, in the matter of Programmed Maintenance Services Limited [2017] FCA 1265

Programmed Maintenance Services Limited, in the matter of Programmed Maintenance Services Limited [2017] FCA 1265

The scheme was agreed to by the requisite statutory majorities with full disclosure, there was no opposition or objection, an independent expert concluded the scheme was fair and reasonable, ASIC issued a no objection letter, and all statutory and procedural requirements were satisfied. Therefore, the scheme was approved and an exemption from s 411(11) was granted.

Parties
Plaintiff: Programmed Maintenance Services Limited
Jurisdiction
Australia
Judgment Date
27 October 2017
Procedural Posture
Corporations Scheme of Arrangement / Approval Hearing (second Court Hearing)
Outcome
Scheme of arrangement approved; exemption from s 411(11) granted.
Legal Topics
Scheme of Arrangement, Court Approval of Scheme, Disclosure Requirements, Members' Meeting, ASIC Regulation, Takeover Regulation
Corporations Law Scheme of Arrangement Court Approval of Scheme Disclosure Requirements Members' Meeting ASIC Regulation Takeover Regulation

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Parties

Programmed Maintenance Services Limited

Plaintiff

Procedural Posture

Corporations Scheme of Arrangement / Approval Hearing (second Court Hearing)

Legal Issues

  1. 1 Whether to approve the scheme of arrangement under s 411(4)(b) of the Corporations Act 2001 (Cth)
  2. 2 Whether the scheme is fair and reasonable to members
  3. 3 Whether all procedural and statutory requirements are met, including disclosure and notice

Ratio Decidendi

The scheme was agreed to by the requisite statutory majorities with full disclosure, there was no opposition or objection, an independent expert concluded the scheme was fair and reasonable, ASIC issued a no objection letter, and all statutory and procedural requirements were satisfied. Therefore, the scheme was approved and an exemption from s 411(11) was granted.

Court Disposition

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

Orders

  • Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth) the scheme of arrangement between the Plaintiff and its members, as set out in Annexure 'CGS-28' to the supplementary affidavit of Christopher Glen Sutherland sworn 28 August 2017, is approved.
  • Pursuant to s 411(12) of the Act, the plaintiff be exempted from compliance with s 411(11) of the Act in relation to the scheme of arrangement referred to in order 1.