PSC Insurance Group Limited, in the matter of PSC Insurance Group Limited (No 2) [2024] FCA 1153

PSC Insurance Group Limited, in the matter of PSC Insurance Group Limited (No 2) [2024] FCA 1153

The scheme of arrangement was approved because all statutory and procedural requirements were satisfied, the disclosure requirements were met, the scheme was fair and reasonable with high shareholder support and no opposition, and ASIC provided a statement of no objection.

Parties
Plaintiff: PSC Insurance Group Limited; Bidder: Rosedale BidCo
Jurisdiction
Australia
Judgment Date
01 October 2024
Procedural Posture
Corporations – Scheme of Arrangement / Second Court Hearing – Approval of Scheme
Outcome
Scheme approved; orders granted
Legal Topics
Scheme of Arrangement, Court Approval of Scheme, Member Meetings, Disclosure, ASIC No Objection, Exemption From Compliance With S 411(11)
Corporations Law Scheme of Arrangement Court Approval of Scheme Member Meetings Disclosure ASIC No Objection Exemption From Compliance With S 411(11)

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Parties

PSC Insurance Group Limited

Plaintiff

Rosedale BidCo

Bidder

Procedural Posture

Corporations – Scheme of Arrangement / Second Court Hearing – Approval of Scheme

Legal Issues

  1. 1 Whether statutory and procedural requirements for scheme of arrangement have been met
  2. 2 Whether the scheme is fair and reasonable
  3. 3 Whether full and fair disclosure has been made to members

Ratio Decidendi

The scheme of arrangement was approved because all statutory and procedural requirements were satisfied, the disclosure requirements were met, the scheme was fair and reasonable with high shareholder support and no opposition, and ASIC provided a statement of no objection.

Court Disposition

Scheme approved; orders granted

Orders

  • The scheme of arrangement is approved under s 411(4)(b) of the Corporations Act.
  • The plaintiff to lodge a copy of the Scheme with ASIC at the time of lodging an office copy of these orders pursuant to s 411(10) of the Corporations Act.