RuleBurst Holdings Limited, In the matter of RuleBurst Holdings Limited [2008] FCA 1901

RuleBurst Holdings Limited, In the matter of RuleBurst Holdings Limited [2008] FCA 1901

The Court was satisfied that it was appropriate to order the convening of meetings of shareholders, noteholders and optionholders of RuleBurst Holdings Limited to consider the proposed schemes of arrangement with Oracle Corporation, that the class constitution and disclosure to affected persons were appropriate, and that no impediment existed to making the orders under s 411(1) at this stage.

Jurisdiction
Australia
Judgment Date
07 November 2008
Procedural Posture
Corporations Scheme of Arrangement / Application for Orders Convening Meetings Under S 411(1) Corporations Act 2001 (cth)
Outcome
Orders granted: Meetings of shareholders, noteholders and optionholders to be convened to consider respective schemes of arrangement as proposed.
Legal Topics
['schemes of Arrangement' 'shareholder Rights' 'creditors' 'acquisition of Shares' 'court Convened Meetings' 'independent Expert Reports' 'break Fees' 'exclusivity Provisions']
['corporations Law' 'mergers & Acquisitions'] ['schemes of Arrangement' 'shareholder Rights' 'creditors' 'acquisition of Shares' 'court Convened Meetings' 'independent Expert Reports' 'break Fees' 'exclusivity Provisions']

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Procedural Posture

Corporations Scheme of Arrangement / Application for Orders Convening Meetings Under S 411(1) Corporations Act 2001 (cth)

Legal Issues

  1. 1 ['Should the Court order meetings of shareholders, noteholders and optionholders of RuleBurst Holdings Limited to consider schemes of arrangement with Oracle Corporation under s 411(1) of the Corporations Act 2001 (Cth)?' 'Are the proposed classes of creditors and members appropriately constituted for the purpose of voting on the schemes?' 'Is the disclosure to affected persons adequate?' 'Are there any impediments to making the orders sought at this stage?']

Ratio Decidendi

The Court was satisfied that it was appropriate to order the convening of meetings of shareholders, noteholders and optionholders of RuleBurst Holdings Limited to consider the proposed schemes of arrangement with Oracle Corporation, that the class constitution and disclosure to affected persons were appropriate, and that no impediment existed to making the orders under s 411(1) at this stage.

Court Disposition

Orders granted: Meetings of shareholders, noteholders and optionholders to be convened to consider respective schemes of arrangement as proposed.

Orders

  • ['Meetings of RuleBurst shareholders, noteholders, and optionholders to be convened on 8 December 2008 to consider the Share Scheme, Note Scheme, and Option Scheme.' 'Approval of Scheme Booklet for distribution.' 'Appointment of chairman for the meetings and provision for adjournment.' 'Prescribed procedures for...