QMS Media Limited, in the matter of QMS Media Limited (No 2) [2020] FCA 142

QMS Media Limited, in the matter of QMS Media Limited (No 2) [2020] FCA 142

The Court approved the Scheme because the evidence established compliance with the earlier convening orders, the Scheme Meetings were duly held, the Scheme resolutions were passed by the requisite statutory majorities, ASIC stated it had no objection, the independent expert considered the Scheme fair and reasonable and in the best interests of QMS shareholders in the absence of a superior proposal, no competing proposal had arisen, the QMS board unanimously recommended the Scheme, the Scheme Booklet contained relevant disclosures, and there was nothing suggesting lack of good faith or shareholder oppression. The Court was satisfied the Scheme was made in good faith and was fair and...

Jurisdiction
Australia
Judgment Date
10 February 2020
Procedural Posture
Members' Scheme of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Second Court Hearing; Application for Approval of Scheme Under S 411(4)(b) and Exemption Under S 411(12)
Outcome
Scheme approved and exemption from compliance with s 411(11) granted.
Legal Topics
["members' Scheme of Arrangement" 'court Approval of Scheme' 'asic No Objection Statement' 'exemption From Annexing Court Order to Company Constitution']
['corporations Law'] ["members' Scheme of Arrangement" 'court Approval of Scheme' 'asic No Objection Statement' 'exemption From Annexing Court Order to Company Constitution']

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Procedural Posture

Members' Scheme of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Second Court Hearing; Application for Approval of Scheme Under S 411(4)(b) and Exemption Under S 411(12)

Legal Issues

  1. 1 ['Whether the Scheme of Arrangement between QMS Media Limited and its members should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether QMS Media Limited should be exempted under s 411(12) from compliance with s 411(11) in relation to the Scheme.']

Ratio Decidendi

The Court approved the Scheme because the evidence established compliance with the earlier convening orders, the Scheme Meetings were duly held, the Scheme resolutions were passed by the requisite statutory majorities, ASIC stated it had no objection, the independent expert considered the Scheme fair and reasonable and in the best interests of QMS shareholders in the absence of a superior proposal, no competing proposal had arisen, the QMS board unanimously recommended the Scheme, the Scheme Booklet contained relevant disclosures, and there was nothing suggesting lack of good faith or shareholder oppression. The Court was satisfied the Scheme was made in good faith and was fair and...

Court Disposition

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

Orders

  • ['Pursuant to subsection 411(4)(b) of the Corporations Act 2001 (Cth), the Scheme of Arrangement between the Plaintiff and its members agreed to by the members at the General Scheme Meeting and Rollover Shareholders Scheme Meeting held on 6 February 2020 be approved.' 'Pursuant to subsection 411(12) of the...