Redflex Holdings Limited, in the matter of Redflex Holdings Limited (No 2) [2021] FCA 474

Redflex Holdings Limited, in the matter of Redflex Holdings Limited (No 2) [2021] FCA 474

The increased scheme consideration was a material change requiring further disclosure, and the supplementary booklet adequately informed shareholders of the changed circumstances, consequential amendments, and meeting procedure. Despite the proximity of the scheme meeting and proxy cut-off, the Court was satisfied that shareholders would have sufficient opportunity to respond, the essential change was readily understandable, ASIC did not oppose the orders, and the proposed staged procedure placing an amending resolution before shareholders was appropriate. The directions sought by the plaintiff should therefore be made.

Jurisdiction
Australia
Judgment Date
04 May 2021
Procedural Posture
Corporations Application for Directions Under Ss 411(1) and 1319 of the Corporations Act 2001 (cth) Concerning a Scheme of Arrangement / Interlocutory Application After Orders Convening the Scheme Meeting and Before the Scheme Meeting
Outcome
Directions made for dispatch and publication of the supplementary disclosure document, continued validity of proxies subject to variation or revocation, liberty to apply, and immediate entry of orders.
Legal Topics
['scheme of Arrangement' 'supplementary Scheme Booklet' 'increased Scheme Consideration' 'shareholder Meeting Procedure' 'proxy Voting']
['corporations Law'] ['scheme of Arrangement' 'supplementary Scheme Booklet' 'increased Scheme Consideration' 'shareholder Meeting Procedure' 'proxy Voting']

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Procedural Posture

Corporations Application for Directions Under Ss 411(1) and 1319 of the Corporations Act 2001 (cth) Concerning a Scheme of Arrangement / Interlocutory Application After Orders Convening the Scheme Meeting and Before the Scheme Meeting

Legal Issues

  1. 1 ['Whether the Court should direct dispatch of a supplementary disclosure document following an increase in scheme consideration.' 'Whether shareholders would have adequate information and time to consider the changed circumstances before the scheme meeting and proxy cut-off.' 'What procedure should be adopted at the scheme meeting to deal with amendment of the scheme resolution and the amended scheme.']

Ratio Decidendi

The increased scheme consideration was a material change requiring further disclosure, and the supplementary booklet adequately informed shareholders of the changed circumstances, consequential amendments, and meeting procedure. Despite the proximity of the scheme meeting and proxy cut-off, the Court was satisfied that shareholders would have sufficient opportunity to respond, the essential change was readily understandable, ASIC did not oppose the orders, and the proposed staged procedure placing an amending resolution before shareholders was appropriate. The directions sought by the plaintiff should therefore be made.

Court Disposition

Directions made for dispatch and publication of the supplementary disclosure document, continued validity of proxies subject to variation or revocation, liberty to apply, and immediate entry of orders.

Orders

  • ["Pursuant to sections 411(1) and 1319 of the Corporations Act 2001 (Cth), the plaintiff dispatch, on or before 5 May 2021, a supplementary disclosure document substantially in the form set out in Annexure 'DM-20' to the Third Morris Affidavit to registered shareholders by email, priority pre-paid post, pre-paid...