PropTech Group Limited, in the matter of PropTech Group Limited (No 2) [2023] FCA 89

PropTech Group Limited, in the matter of PropTech Group Limited (No 2) [2023] FCA 89

The Scheme was approved because the evidence established compliance with the convening orders and statutory and procedural requirements, satisfaction of the statutory majorities under s 411(4)(a), satisfaction or waiver of relevant conditions precedent other than court approval, ASIC's statement of no objection under s 411(17)(b), full disclosure in the Scheme Booklet, overwhelming member support, independent expert support, director recommendations, no oppression or public policy concern, and that the Scheme was made in good faith and was fair and reasonable. The minor exhibit reference error in the convening orders was immaterial and caused no injustice, so it did not invalidate the...

Jurisdiction
Australia
Judgment Date
10 February 2023
Procedural Posture
Corporations Scheme of Arrangement Proceeding / Second Court Hearing for Approval of Scheme of Arrangement
Outcome
Scheme of arrangement approved and exemption from compliance with s 411(11) granted.
Legal Topics
['scheme of Arrangement' 'shareholder Approval' 'court Approval Under S 411(4)(b)' 'exemption From S 411(11) Compliance' 'procedural Irregularity']
['corporations' 'commercial and Corporations'] ['scheme of Arrangement' 'shareholder Approval' 'court Approval Under S 411(4)(b)' 'exemption From S 411(11) Compliance' 'procedural Irregularity']

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Procedural Posture

Corporations Scheme of Arrangement Proceeding / Second Court Hearing for Approval of Scheme of Arrangement

Legal Issues

  1. 1 ['Whether the scheme of arrangement between PropTech Group Limited and holders of ordinary shares should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether PropTech Group Limited should be exempted under s 411(12) of the Corporations Act 2001 (Cth) from compliance with s 411(11).' 'Whether a minor error in the convening orders invalidated the steps taken by PropTech Group Limited.']

Ratio Decidendi

The Scheme was approved because the evidence established compliance with the convening orders and statutory and procedural requirements, satisfaction of the statutory majorities under s 411(4)(a), satisfaction or waiver of relevant conditions precedent other than court approval, ASIC's statement of no objection under s 411(17)(b), full disclosure in the Scheme Booklet, overwhelming member support, independent expert support, director recommendations, no oppression or public policy concern, and that the Scheme was made in good faith and was fair and reasonable. The minor exhibit reference error in the convening orders was immaterial and caused no injustice, so it did not invalidate the...

Court Disposition

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

Orders

  • ['Under s 411(4)(b) of the Act, the Scheme is approved.' 'Under s 411(12) of the Act, the plaintiff is exempted from compliance with section 411(11) of the Act in respect of the Scheme.' 'These orders are to be entered forthwith.']