In the matter of ResApp Health Ltd [2022] NSWSC 1014

In the matter of ResApp Health Ltd [2022] NSWSC 1014

The revised outbound call script fairly provided both advantages and disadvantages of the scheme, directing shareholders to read the scheme booklet and independent expert's report, and did not cause any concern regarding selectivity or bias. The failures to disclose earlier problematic communications and related ASIC concerns ought to have been rectified, but were sufficiently mitigated by subsequent corrective steps and do not prevent approval of the revised script.

Jurisdiction
Australia
Judgment Date
22 July 2022
Procedural Posture
Scheme of Arrangement / Application for Approval of Shareholder Communications (outbound Call Script) Prior to Scheme Meeting
Outcome
Application granted
Legal Topics
['scheme of Arrangement' 'shareholder Communications' 'ex Parte Applications' 'disclosure Duties']
['corporations Law' 'civil Procedure' 'equity'] ['scheme of Arrangement' 'shareholder Communications' 'ex Parte Applications' 'disclosure Duties']

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Procedural Posture

Scheme of Arrangement / Application for Approval of Shareholder Communications (outbound Call Script) Prior to Scheme Meeting

Legal Issues

  1. 1 ['Whether the plaintiff may use a proposed script for outbound calls to shareholders regarding the scheme of arrangement' 'Whether previous communications to shareholders and regulator (ASIC) were adequately disclosed to the Court in this ex parte application' 'Whether the content of the communication is sufficiently balanced regarding advantages and disadvantages of the scheme']

Ratio Decidendi

The revised outbound call script fairly provided both advantages and disadvantages of the scheme, directing shareholders to read the scheme booklet and independent expert's report, and did not cause any concern regarding selectivity or bias. The failures to disclose earlier problematic communications and related ASIC concerns ought to have been rectified, but were sufficiently mitigated by subsequent corrective steps and do not prevent approval of the revised script.

Court Disposition

Application granted

Orders

  • ['The Plaintiff is authorised to use an outbound call script substantially in the form of Exhibit MNW-20 to the affidavit of Matthew James Nowotny-Walsh affirmed on 21 July 2022.' 'Liberty to apply.' 'These orders are entered forthwith.']