Rural Press Limited, in the matter of Rural Press Limited (No 2) [2007] FCA 686

Rural Press Limited, in the matter of Rural Press Limited (No 2) [2007] FCA 686

Rural Press made out its case for approval of both schemes because the Preferred and Ordinary Shareholders agreed to the schemes by overwhelming majorities, the procedural steps for dispatch, advertising and meeting conduct were supported by evidence, ASIC had no objection, all conditions precedent other than Court approval had been satisfied, there was no performance risk preventing approval, and the minor late correction of the registered Explanatory Statement was only a procedural irregularity causing no substantial injustice.

Jurisdiction
Australia
Judgment Date
23 April 2007
Procedural Posture
Application for Approval of Schemes of Arrangement Under S 411(4)(b) of the Corporations Act 2001 (cth) / Final Court Hearing
Outcome
Preferred Scheme and Ordinary Scheme approved; Rural Press exempted from compliance with s 411(11).
Legal Topics
['schemes of Arrangement' 'shareholder Meetings' 'court Approval of Schemes' 'asic No Objection Letter' 'procedural Irregularity' 'exemption From Annexing Court Order to Company Constitution']
['corporations Law'] ['schemes of Arrangement' 'shareholder Meetings' 'court Approval of Schemes' 'asic No Objection Letter' 'procedural Irregularity' 'exemption From Annexing Court Order to Company Constitution']

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Procedural Posture

Application for Approval of Schemes of Arrangement Under S 411(4)(b) of the Corporations Act 2001 (cth) / Final Court Hearing

Legal Issues

  1. 1 ['Whether the Preferred Scheme and Ordinary Scheme should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether a minor failure to register the correct Explanatory Statement with ASIC before dispatch to shareholders invalidated the proceeding.' 'Whether Rural Press should be exempted under s 411(12) from compliance with s 411(11) in relation to the schemes.']

Ratio Decidendi

Rural Press made out its case for approval of both schemes because the Preferred and Ordinary Shareholders agreed to the schemes by overwhelming majorities, the procedural steps for dispatch, advertising and meeting conduct were supported by evidence, ASIC had no objection, all conditions precedent other than Court approval had been satisfied, there was no performance risk preventing approval, and the minor late correction of the registered Explanatory Statement was only a procedural irregularity causing no substantial injustice.

Court Disposition

Preferred Scheme and Ordinary Scheme approved; Rural Press exempted from compliance with s 411(11).

Orders

  • ['Pursuant to subsection 411(4)(b) of the Corporations Act 2001 (Cth), the Scheme of Arrangement between the Plaintiff, Rural Press Limited and the holders of Preferred Shares in Rural Press, other than the holders of Excluded Shares, be approved.' 'Pursuant to subsection 411(4)(b) of the Act, the Scheme of...