In the matter of ResApp Health Ltd [2022] NSWSC 1353

In the matter of ResApp Health Ltd [2022] NSWSC 1353

The scheme was approved because the Court was satisfied that the statutory majorities and procedural requirements under s 411 had been met; the scheme was an ordinary acquisition scheme supported by a fair and reasonable independent expert opinion and no superior proposal; ASIC provided a no objection statement and no shareholder appeared to oppose approval; and the issues concerning share splitting, shareholder communications, corrections to ASX announcements, and other disclosures did not ultimately compromise the integrity of the voting process or the adequacy of disclosure to shareholders.

Jurisdiction
Australia
Judgment Date
06 October 2022
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) for Orders Approving a Scheme of Arrangement / Second Court Hearing
Outcome
Orders made approving a scheme of arrangement.
Legal Topics
['schemes of Arrangement' 'arrangements and Reconstructions' 'court Approval Under S 411(4)(b) of the Corporations Act 2001 (cth)' 'shareholder Communications in Schemes' 'asic No Objection Statement']
['corporations'] ['schemes of Arrangement' 'arrangements and Reconstructions' 'court Approval Under S 411(4)(b) of the Corporations Act 2001 (cth)' 'shareholder Communications in Schemes' 'asic No Objection Statement']

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Procedural Posture

Application Under S 411 of the Corporations Act 2001 (cth) for Orders Approving a Scheme of Arrangement / Second Court Hearing

Legal Issues

  1. 1 ['Whether the statutory and procedural requirements for approval of the scheme of arrangement had been satisfied.' "Whether the scheme should be approved in the Court's discretion under s 411(4)(b) of the Corporations Act 2001 (Cth)." 'Whether issues raised by ASIC about possible share splitting, shareholder communications, voting-intention agreements, and unbalanced or erroneous announcements affected the integrity of the voting process or adequacy of disclosure.' 'Whether the scheme was fair and reasonable and not oppressive to minority shareholders.' 'Whether the scheme was proposed to avoid Ch 6 of the Corporations Act 2001 (Cth) or offended public policy.']

Ratio Decidendi

The scheme was approved because the Court was satisfied that the statutory majorities and procedural requirements under s 411 had been met; the scheme was an ordinary acquisition scheme supported by a fair and reasonable independent expert opinion and no superior proposal; ASIC provided a no objection statement and no shareholder appeared to oppose approval; and the issues concerning share splitting, shareholder communications, corrections to ASX announcements, and other disclosures did not ultimately compromise the integrity of the voting process or the adequacy of disclosure to shareholders.

Court Disposition

Orders made approving a scheme of arrangement.

Orders

  • ['The orders sought by ResApp were made at the conclusion of the second Court hearing.' 'The scheme of arrangement was approved.']