In the matter of PTB Group Limited [2022] NSWSC 1694

In the matter of PTB Group Limited [2022] NSWSC 1694

PTB has complied with all statutory and procedural requirements under s 411 of the Corporations Act 2001 (Cth); the scheme meeting was duly convened, shareholder resolutions were passed with requisite majorities, full disclosure was provided, ASIC had no objection, and the scheme was fair, reasonable, and in shareholders' best interests.

Parties
Plaintiff: PTB Group Limited; Acquirer: PAG Holding Corp (through wholly owned subsidiary)
Jurisdiction
Australia
Judgment Date
12 December 2022
Procedural Posture
Scheme of Arrangement Under Corporations Act S 411 / Second Court Hearing for Approval
Outcome
Scheme of arrangement approved.
Legal Topics
Scheme of Arrangement, Arrangements and Reconstructions, Acquisition, Shareholder Meeting, Approval Process
Corporations Law Equity Scheme of Arrangement Arrangements and Reconstructions Acquisition Shareholder Meeting Approval Process

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 15 Party arguments 1 Amounts and remedies 5
Sign in to unlock

Parties

PTB Group Limited

Plaintiff

PAG Holding Corp (through wholly owned subsidiary)

Acquirer

Procedural Posture

Scheme of Arrangement Under Corporations Act S 411 / Second Court Hearing for Approval

Legal Issues

  1. 1 Whether all statutory and procedural requirements for approval of a scheme of arrangement under s 411 of the Corporations Act 2001 (Cth) are satisfied
  2. 2 Whether the scheme is fair and reasonable for shareholders
  3. 3 Whether the scheme complies with law including procedural requirements

Ratio Decidendi

PTB has complied with all statutory and procedural requirements under s 411 of the Corporations Act 2001 (Cth); the scheme meeting was duly convened, shareholder resolutions were passed with requisite majorities, full disclosure was provided, ASIC had no objection, and the scheme was fair, reasonable, and in shareholders' best interests.

Court Disposition

Scheme of arrangement approved.

Orders

  • Orders made approving the scheme of arrangement under s 411 of the Corporations Act 2001 (Cth)
  • PTB exempted from requirement to annex Court order to future copies of its constitution following approval of the scheme