Recall Holdings Limited, in the matter of Recall Holdings Limited (No 2) [2016] FCA 419

Recall Holdings Limited, in the matter of Recall Holdings Limited (No 2) [2016] FCA 419

The scheme was approved because the scheme booklet had been registered with ASIC, the scheme meeting was convened and held in accordance with the Court's orders, the scheme was approved by the statutory majorities, notice of the hearing was published, ASIC stated it had no objection, all conditions precedent other than court approval had been satisfied or waived, no person opposed the scheme, and the evidence including the directors' unanimous recommendation and the independent expert's opinion showed the scheme was fair and reasonable. The limited email bounce-back issue did not justify refusal because it could not have affected the overall voting result.

Jurisdiction
Australia
Judgment Date
21 April 2016
Procedural Posture
Corporations Act Scheme of Arrangement / Second Court Hearing; Application for Approval Under S 411(4)(b) of the Corporations Act 2001 (cth)
Outcome
Scheme of arrangement approved; plaintiff exempted from compliance with s 411(11) of the Corporations Act 2001 (Cth); liberty to apply granted.
Legal Topics
['scheme of Arrangement' 'second Court Hearing' 'court Approval of Scheme' 'exemption From S 411(11) of the Corporations Act 2001 (cth)']
['corporations'] ['scheme of Arrangement' 'second Court Hearing' 'court Approval of Scheme' 'exemption From S 411(11) of the Corporations Act 2001 (cth)']

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Procedural Posture

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

Legal Issues

  1. 1 ['Whether the scheme of arrangement between Recall Holdings Limited and its members should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether all necessary procedural requirements for approval of the scheme had been satisfied.' 'Whether there was any impediment under s 411(17) of the Corporations Act 2001 (Cth) or any discretionary reason to refuse approval.' 'Whether the plaintiff should be exempted from compliance with s 411(11) of the Corporations Act 2001 (Cth) under s 411(12).']

Ratio Decidendi

The scheme was approved because the scheme booklet had been registered with ASIC, the scheme meeting was convened and held in accordance with the Court's orders, the scheme was approved by the statutory majorities, notice of the hearing was published, ASIC stated it had no objection, all conditions precedent other than court approval had been satisfied or waived, no person opposed the scheme, and the evidence including the directors' unanimous recommendation and the independent expert's opinion showed the scheme was fair and reasonable. The limited email bounce-back issue did not justify refusal because it could not have affected the overall voting result.

Court Disposition

Scheme of arrangement approved; plaintiff exempted from compliance with s 411(11) of the Corporations Act 2001 (Cth); liberty to apply granted.

Orders

  • ['Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth), the scheme of arrangement between the plaintiff and its members, in the form contained in Appendix 4 of the scheme booklet issued by the plaintiff and dated 23 October 2015, being Exhibit 1 in the proceeding, be approved.' 'The plaintiff lodge with the...