In the matter of ResApp Health Ltd [2022] NSWSC 1116

In the matter of ResApp Health Ltd [2022] NSWSC 1116

The scheme meeting should not proceed on 19 August 2022 because there was a real risk that shareholders were misinformed or not adequately informed about matters relevant to their decision, including the best and final offer statement, the terms and potential consequences of the bridging loan, and ResApp's going concern position. Cancellation was not warranted because corrective disclosure might still be possible and shareholders might be disadvantaged if they lost the opportunity to consider the proposed scheme. The appropriate course was to postpone the meeting to a date to be fixed under s 1319 of the Corporations Act 2001 (Cth).

Jurisdiction
Australia
Judgment Date
19 August 2022
Procedural Posture
Corporations Scheme of Arrangement Procedural Ruling / Application to Postpone a Scheme Meeting Before It Commenced
Outcome
Meeting of members postponed to a date to be fixed.
Legal Topics
['scheme of Arrangement' 'postponement of Scheme Meeting' 'shareholder Disclosure' 'going Concern Disclosure' 'bridging Loan']
['corporations Law' 'equity'] ['scheme of Arrangement' 'postponement of Scheme Meeting' 'shareholder Disclosure' 'going Concern Disclosure' 'bridging Loan']

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Procedural Posture

Corporations Scheme of Arrangement Procedural Ruling / Application to Postpone a Scheme Meeting Before It Commenced

Legal Issues

  1. 1 ['Whether a scheme meeting already convened but not yet commenced should be permitted to proceed, cancelled, or postponed.' "Whether shareholders had adequate and accurate information concerning Pfizer Australia's best and final offer, the bridging loan, and ResApp's ability to continue as a going concern." 'Whether the Court should use its powers under s 1319 of the Corporations Act 2001 (Cth) to postpone the scheme meeting to a date to be fixed.']

Ratio Decidendi

The scheme meeting should not proceed on 19 August 2022 because there was a real risk that shareholders were misinformed or not adequately informed about matters relevant to their decision, including the best and final offer statement, the terms and potential consequences of the bridging loan, and ResApp's going concern position. Cancellation was not warranted because corrective disclosure might still be possible and shareholders might be disadvantaged if they lost the opportunity to consider the proposed scheme. The appropriate course was to postpone the meeting to a date to be fixed under s 1319 of the Corporations Act 2001 (Cth).

Court Disposition

Meeting of members postponed to a date to be fixed.

Orders

  • ['The scheme meeting convened by the Plaintiff pursuant to orders previously made by the Court not be held on 19 August 2022 and be postponed to a date to be fixed.' 'The orders previously made by the Court be set aside so far as it is necessary to achieve paragraph 1.' 'The Plaintiff forthwith send by email to...