In the matter of Pulse Health Limited [2017] NSWSC 651

In the matter of Pulse Health Limited [2017] NSWSC 651

The Court approved the scheme because the procedural requirements were satisfied, Pulse shareholders approved the scheme by the required majorities, the scheme was fair and reasonable on the evidence, adequate disclosure had been provided including as to the Evolution transaction, separate class meetings were not required, Sante Capital's tagged votes were not necessary to achieve the requisite majorities, the Evolution transaction did not confer a net collateral benefit on Sante Capital preventing approval, and ASIC had provided a s 411(17)(b) no objection statement.

Jurisdiction
Australia
Judgment Date
03 May 2017
Procedural Posture
Application for Approval of a Scheme of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Second Court Hearing After Shareholder Approval of the Proposed Scheme
Outcome
Scheme of arrangement approved pursuant to s 411 of the Corporations Act 2001 (Cth).
Legal Topics
['schemes of Arrangement' 'shareholder Approval' 'collateral Benefits' 'class Meetings' 'section 411(17) ASIC No Objection Statement']
['corporations Law'] ['schemes of Arrangement' 'shareholder Approval' 'collateral Benefits' 'class Meetings' 'section 411(17) ASIC No Objection Statement']

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Procedural Posture

Application for Approval of a Scheme of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Second Court Hearing After Shareholder Approval of the Proposed Scheme

Legal Issues

  1. 1 ['Whether the procedural requirements for approval of the proposed scheme of arrangement were satisfied' 'Whether the Court should exercise its discretion to approve the proposed scheme' 'Whether the Evolution transaction conferred a collateral benefit on Sante Capital that would prevent approval of the scheme' 'Whether separate class meetings were required for Sante Capital and other Pulse shareholders' 'Whether s 411(17) of the Corporations Act 2001 (Cth) was satisfied']

Ratio Decidendi

The Court approved the scheme because the procedural requirements were satisfied, Pulse shareholders approved the scheme by the required majorities, the scheme was fair and reasonable on the evidence, adequate disclosure had been provided including as to the Evolution transaction, separate class meetings were not required, Sante Capital's tagged votes were not necessary to achieve the requisite majorities, the Evolution transaction did not confer a net collateral benefit on Sante Capital preventing approval, and ASIC had provided a s 411(17)(b) no objection statement.

Court Disposition

Scheme of arrangement approved pursuant to s 411 of the Corporations Act 2001 (Cth).

Orders

  • ['The Court approves the proposed scheme of arrangement pursuant to s 411 of the Corporations Act 2001 (Cth).' 'Orders proposed by Pulse were made in the form initialled by Black J and placed in the file.']