Rubik Financial Limited, in the matter of Rubik Financial Limited [2017] FCA 379

Rubik Financial Limited, in the matter of Rubik Financial Limited [2017] FCA 379

The Court was satisfied that Rubik Financial Limited met all statutory requirements under s 411(1) and related provisions of the Corporations Act 2001 (Cth), including sufficient disclosure in the scheme booklet, fairness of the proposed arrangement, appropriate safeguards, verification of expert reports, and that the proposed scheme would likely be approved if the statutory majorities were achieved. Orders were made to convene the scheme meeting.

Jurisdiction
Australia
Judgment Date
23 March 2017
Procedural Posture
Corporations Scheme of Arrangement / Application for Order Convening Meeting of Scheme Shareholders
Outcome
Orders made to convene meeting of scheme shareholders and related procedural directions granted.
Legal Topics
['scheme of Arrangement' 'court Approved Shareholder Meeting' 'takeover' 'mergers and Acquisitions']
['corporations Law'] ['scheme of Arrangement' 'court Approved Shareholder Meeting' 'takeover' 'mergers and Acquisitions']

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 1 Authorities cited 2 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Procedural Posture

Corporations Scheme of Arrangement / Application for Order Convening Meeting of Scheme Shareholders

Legal Issues

  1. 1 ['Whether to make orders under s 411(1) of the Corporations Act 2001 (Cth) for convening a meeting of Rubik Financial Limited shareholders to consider a scheme of arrangement for the acquisition of all ordinary shares.' 'Whether the requirements specified in Part 5.1 of the Corporations Act 2001 (Cth) and s 411 have been satisfied to permit the convening of such a meeting.']

Ratio Decidendi

The Court was satisfied that Rubik Financial Limited met all statutory requirements under s 411(1) and related provisions of the Corporations Act 2001 (Cth), including sufficient disclosure in the scheme booklet, fairness of the proposed arrangement, appropriate safeguards, verification of expert reports, and that the proposed scheme would likely be approved if the statutory majorities were achieved. Orders were made to convene the scheme meeting.

Court Disposition

Orders made to convene meeting of scheme shareholders and related procedural directions granted.

Orders

  • ['Rubik Financial Limited to convene a meeting of holders of fully paid ordinary shares to consider the scheme of arrangement, as set out in Attachment C of the scheme booklet.' 'The scheme meeting to be held at 10:00am on 26 April 2017 at the offices of Rubik Financial Limited, Level 10, 85 Castlereagh Street,...