QMS Media Limited, in the matter of QMS Media Limited [2019] FCA 2172

QMS Media Limited, in the matter of QMS Media Limited [2019] FCA 2172

The court ordered that meetings of QMS Media Limited's shareholders be convened to consider the proposed scheme of arrangement because the statutory and procedural requirements of s 411 of the Corporations Act 2001 (Cth) were satisfied, the Scheme was fit for consideration, appropriate class composition was recognised, and adequate disclosure concerning director benefits and scheme mechanics was provided.

Parties
Plaintiff: QMS Media Limited; Interested Party: Shelley BidCo Pty Ltd
Jurisdiction
Australia
Judgment Date
12 December 2019
Procedural Posture
Scheme of Arrangement Application / First Court Hearing – Orders to Convene Meetings Under S 411(1) Corporations Act 2001 (cth)
Outcome
Orders made convening meetings of shareholders to consider the scheme of arrangement; further hearing adjourned.
Legal Topics
Schemes of Arrangement, Share Acquisitions, Director Benefits, Break Fees, Class Voting, Disclosure Obligations, Meetings of Members
Corporations Law Schemes of Arrangement Share Acquisitions Director Benefits Break Fees Class Voting Disclosure Obligations Meetings of Members

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Parties

QMS Media Limited

Plaintiff

Shelley BidCo Pty Ltd

Interested Party

Procedural Posture

Scheme of Arrangement Application / First Court Hearing – Orders to Convene Meetings Under S 411(1) Corporations Act 2001 (cth)

Legal Issues

  1. 1 Whether to order convening of scheme meetings under s 411(1) of the Corporations Act 2001 (Cth)
  2. 2 Whether the proposed scheme is fit for consideration by members and the court
  3. 3 Whether shareholders are to be properly informed as to the nature of the scheme before the meeting

Ratio Decidendi

The court ordered that meetings of QMS Media Limited's shareholders be convened to consider the proposed scheme of arrangement because the statutory and procedural requirements of s 411 of the Corporations Act 2001 (Cth) were satisfied, the Scheme was fit for consideration, appropriate class composition was recognised, and adequate disclosure concerning director benefits and scheme mechanics was provided.

Court Disposition

Orders made convening meetings of shareholders to consider the scheme of arrangement; further hearing adjourned.

Orders

  • Shelley BidCo Pty Ltd granted leave to be heard without becoming a party.
  • QMS Media Limited to convene two scheme meetings, one for general shareholders, one for Rollover Shareholders, to consider and vote on the proposed scheme.