Recall Holdings Limited, in the matter of Recall Holdings Limited [2015] FCA 1142

Recall Holdings Limited, in the matter of Recall Holdings Limited [2015] FCA 1142

Scale back provisions and preferential access to the cash alternative in the scheme do not create separate classes of shareholders, as there is sufficient community of interest among shareholders, and no impossibility of consultation. The application of voting safeguards, as well as the structure and value calculation for consideration, support a single class. Orders for convening the scheme meeting are appropriate.

Parties
Plaintiff: Recall Holdings Limited; First Other: Iron Mountain Incorporated; Second Other: Iron Mountain Acquisition Holdings Pty Ltd
Jurisdiction
Australia
Judgment Date
22 October 2015
Procedural Posture
Corporations Scheme of Arrangement / Application for Orders Convening Scheme Meeting
Outcome
Orders made to convene meeting of shareholders to consider scheme of arrangement as sought in the application.
Legal Topics
Scheme of Arrangement, Shareholder Voting Classes, Scale Back Mechanism, Preferential Access to Consideration
Corporations Law Scheme of Arrangement Shareholder Voting Classes Scale Back Mechanism Preferential Access to Consideration

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Parties

Recall Holdings Limited

Plaintiff

Iron Mountain Incorporated

First Other

Iron Mountain Acquisition Holdings Pty Ltd

Second Other

Procedural Posture

Corporations Scheme of Arrangement / Application for Orders Convening Scheme Meeting

Legal Issues

  1. 1 Whether scale back provisions or preferential access in consideration under the scheme require the constitution of separate shareholder classes for voting purposes under s 411(1) of the Corporations Act 2001 (Cth).

Ratio Decidendi

Scale back provisions and preferential access to the cash alternative in the scheme do not create separate classes of shareholders, as there is sufficient community of interest among shareholders, and no impossibility of consultation. The application of voting safeguards, as well as the structure and value calculation for consideration, support a single class. Orders for convening the scheme meeting are appropriate.

Court Disposition

Orders made to convene meeting of shareholders to consider scheme of arrangement as sought in the application.

Orders

  • Scheme meeting of ordinary shareholders to consider arrangement to be convened on 3 December 2015.
  • Meeting to be chaired by Dr Ian Blackburne, or Mr Neil Chatfield if unavailable.