Ross Human Directions Limited, in the matter of Ross Human Directions Limited [2010] FCA 1089

Ross Human Directions Limited, in the matter of Ross Human Directions Limited [2010] FCA 1089

The Court was satisfied that the scheme of arrangement was negotiated at arm's length, with adequate disclosure and procedural safeguards including deal protection measures and break fee conforming to best practice and regulatory guidance, and that the explanatory statement and process were compliant with statutory requirements. It was appropriate to order convening the shareholders' meeting to consider the scheme.

Parties
Plaintiff: Ross Human Directions Limited; Other: Peoplebank Holdings Pty Limited
Jurisdiction
Australia
Judgment Date
01 October 2010
Procedural Posture
Scheme of Arrangement / First Court Hearing (application to Convene Meeting)
Outcome
Orders made to convene scheme meeting and approve explanatory statement; proceeding stood over.
Legal Topics
Schemes of Arrangement, Deal Protection Measures, Break Fees, Takeovers Panel Review
Corporations Schemes of Arrangement Deal Protection Measures Break Fees Takeovers Panel Review

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Parties

Ross Human Directions Limited

Plaintiff

Peoplebank Holdings Pty Limited

Other

Procedural Posture

Scheme of Arrangement / First Court Hearing (application to Convene Meeting)

Legal Issues

  1. 1 Whether proposed scheme of arrangement should proceed to a meeting of shareholders
  2. 2 Adequacy and appropriateness of deal protection measures and break fee
  3. 3 Sufficiency of explanatory statement and notice

Ratio Decidendi

The Court was satisfied that the scheme of arrangement was negotiated at arm's length, with adequate disclosure and procedural safeguards including deal protection measures and break fee conforming to best practice and regulatory guidance, and that the explanatory statement and process were compliant with statutory requirements. It was appropriate to order convening the shareholders' meeting to consider the scheme.

Court Disposition

Orders made to convene scheme meeting and approve explanatory statement; proceeding stood over.

Orders

  • RHD to convene a meeting of shareholders to consider the scheme of arrangement as per draft document.
  • Meeting to be held at 11am on 11 November 2010 at Oak Room, Swissotel, 68 Market Street, Sydney.