In the matter of ResApp Health Ltd [2022] NSWSC 1090

In the matter of ResApp Health Ltd [2022] NSWSC 1090

The Court approved dispatch of the supplementary scheme booklet because it fairly disclosed the amendments to the proposed scheme, the amendments principally involved a readily understandable increase in cash consideration, the material had been verified, the independent expert confirmed the scheme remained fair and reasonable and in shareholders' best interests, and shareholders would have sufficient time to consider the information. The Court also accepted that existing proxies could remain valid for the amended scheme resolutions, but did not approve the proposed script for one-on-one calls by ResApp's chief executive officer to shareholders because such calls could amount to implied...

Jurisdiction
Australia
Judgment Date
15 August 2022
Procedural Posture
Application Under S 411(1) of the Corporations Act 2001 (cth) Concerning a Proposed Scheme of Arrangement / Application for Orders Approving Dispatch of a Supplementary Scheme Booklet After First Court Orders Convening the Scheme Meeting
Outcome
Orders made approving the supplementary explanatory booklet for distribution to shareholders, with the proposed script for calls by Dr Keating to shareholders not approved.
Legal Topics
['schemes of Arrangement' 'supplementary Explanatory Booklet' 'amendment of Scheme' 'shareholder Communications' 'proxy Voting']
['corporations' 'equity'] ['schemes of Arrangement' 'supplementary Explanatory Booklet' 'amendment of Scheme' 'shareholder Communications' 'proxy Voting']

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Procedural Posture

Application Under S 411(1) of the Corporations Act 2001 (cth) Concerning a Proposed Scheme of Arrangement / Application for Orders Approving Dispatch of a Supplementary Scheme Booklet After First Court Orders Convening the Scheme Meeting

Legal Issues

  1. 1 ['Whether the Court should approve dispatch of a supplementary scheme booklet disclosing increased scheme consideration under the proposed scheme of arrangement.' 'Whether ResApp shareholders would have sufficient time and information to consider the supplementary material before voting.' 'Whether proxy forms already lodged should remain valid for the amended scheme resolutions.' 'Whether proposed further communications to shareholders, including call scripts and ASX disclosures, should be approved.']

Ratio Decidendi

The Court approved dispatch of the supplementary scheme booklet because it fairly disclosed the amendments to the proposed scheme, the amendments principally involved a readily understandable increase in cash consideration, the material had been verified, the independent expert confirmed the scheme remained fair and reasonable and in shareholders' best interests, and shareholders would have sufficient time to consider the information. The Court also accepted that existing proxies could remain valid for the amended scheme resolutions, but did not approve the proposed script for one-on-one calls by ResApp's chief executive officer to shareholders because such calls could amount to implied...

Court Disposition

Orders made approving the supplementary explanatory booklet for distribution to shareholders, with the proposed script for calls by Dr Keating to shareholders not approved.

Orders

  • ['Approve dispatch of the supplementary scheme booklet to ResApp shareholders.' 'Approve the form of email and letter communications to be sent to ResApp shareholders, ASX disclosures, the Second Updated Outbound Call Script and the Updated Inbound Call Script.' 'Order that valid proxy forms for the scheme meeting...