In the matter of QANTM Intellectual Property Limited (No 2) [2024] NSWSC 963

In the matter of QANTM Intellectual Property Limited (No 2) [2024] NSWSC 963

The Court approved the scheme because QANTM complied with the convening orders, the scheme was approved by the requisite statutory majorities, all relevant conditions precedent had been satisfied or waived apart from Court approval, ASIC had no objection under s 411(17)(b), no shareholder opposed the scheme, the directors and independent expert supported it, there was full and fair disclosure, and there was no reason to doubt that the scheme was fair and reasonable so that an intelligent and honest QANTM shareholder, properly informed and acting alone, might approve it. The Court also granted the s 411(12) exemption because the rights of QANTM shareholders were not modified by the scheme.

Jurisdiction
Australia
Judgment Date
06 August 2024
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) for Orders Approving a Scheme of Arrangement / Second Court Hearing
Outcome
Orders made approving a scheme of arrangement.
Legal Topics
['schemes of Arrangement' 'approval of Scheme of Arrangement' 'shareholder Approval' 'asic No Objection' 'ineligible Foreign Shareholders' 'exemption Under S 411(12) From Compliance With S 411(11)']
['corporations' 'equity'] ['schemes of Arrangement' 'approval of Scheme of Arrangement' 'shareholder Approval' 'asic No Objection' 'ineligible Foreign Shareholders' 'exemption Under S 411(12) From Compliance With S 411(11)']

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Procedural Posture

Application Under S 411 of the Corporations Act 2001 (cth) for Orders Approving a Scheme of Arrangement / Second Court Hearing

Legal Issues

  1. 1 ['Whether the proposed scheme of arrangement should be approved under s 411 of the Corporations Act 2001 (Cth).' "Whether QANTM complied with the Court's orders and the statutory and procedural requirements for approval of the scheme." 'Whether the scheme was fair and reasonable so that an intelligent and honest QANTM shareholder, properly informed and acting alone, might approve it.' 'Whether the treatment of Ineligible Foreign Shareholders provided any reason not to approve the scheme.' 'Whether QANTM should be exempted under s 411(12) of the Corporations Act 2001 (Cth) from compliance with s 411(11).']

Ratio Decidendi

The Court approved the scheme because QANTM complied with the convening orders, the scheme was approved by the requisite statutory majorities, all relevant conditions precedent had been satisfied or waived apart from Court approval, ASIC had no objection under s 411(17)(b), no shareholder opposed the scheme, the directors and independent expert supported it, there was full and fair disclosure, and there was no reason to doubt that the scheme was fair and reasonable so that an intelligent and honest QANTM shareholder, properly informed and acting alone, might approve it. The Court also granted the s 411(12) exemption because the rights of QANTM shareholders were not modified by the scheme.

Court Disposition

Orders made approving a scheme of arrangement.

Orders

  • ['The scheme of arrangement was approved.' "An exemption under s 411(12) of the Corporations Act 2001 (Cth) from compliance with s 411(11) was granted so that a copy of the Court order approving the scheme does not need to be annexed to any copy of QANTM's constitution that may be issued in the future."]