Rural Press Limited, in the matter of Rural Press Limited [2007] FCA 314

Rural Press Limited, in the matter of Rural Press Limited [2007] FCA 314

The Court made the orders because the Preferred Shareholders and Ordinary Shareholders should have the opportunity to consider and agree to the Schemes, where the schemes were supported by the directors' recommendation and independent expert material, the Scheme Booklet disclosed the relevant matters, and the arrangements addressed performance risk, ineligible overseas shareholders, financial assistance, dividends, options and repayment of the credit facility.

Jurisdiction
Australia
Judgment Date
08 March 2007
Procedural Posture
Application Under S 411(1) of the Corporations Act 2001 (cth) for Orders Convening Scheme Meetings / First Court Hearing
Outcome
Orders made as sought by Rural Press.
Legal Topics
['schemes of Arrangement' 'shareholder Meetings' 'financial Assistance' 'disclosure in Scheme Booklet' 'performance Risk' 'ineligible Overseas Shareholders']
['corporations Law'] ['schemes of Arrangement' 'shareholder Meetings' 'financial Assistance' 'disclosure in Scheme Booklet' 'performance Risk' 'ineligible Overseas Shareholders']

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Procedural Posture

Application Under S 411(1) of the Corporations Act 2001 (cth) for Orders Convening Scheme Meetings / First Court Hearing

Legal Issues

  1. 1 ['Whether orders should be made under s 411(1) of the Corporations Act 2001 (Cth) convening meetings of preferred shareholders and ordinary shareholders to consider the proposed schemes of arrangement.' 'Whether the Scheme Booklet and related disclosures were sufficient for shareholders to consider the proposed schemes.' "Whether the arrangements addressed performance risk, financial assistance, ineligible overseas shareholders, dividends, options and repayment of Rural Press's credit facility."]

Ratio Decidendi

The Court made the orders because the Preferred Shareholders and Ordinary Shareholders should have the opportunity to consider and agree to the Schemes, where the schemes were supported by the directors' recommendation and independent expert material, the Scheme Booklet disclosed the relevant matters, and the arrangements addressed performance risk, ineligible overseas shareholders, financial assistance, dividends, options and repayment of the credit facility.

Court Disposition

Orders made as sought by Rural Press.

Orders

  • ['Pursuant to subs 411(1) of the Corporations Act 2001 (Cth), Rural Press Limited was ordered to convene a Preferred Scheme Meeting on 5 April 2007 and an Ordinary Scheme Meeting on 19 April 2007.' 'The Explanatory Statement comprising the Scheme Booklet, other than Annexures E and F, was approved.' 'Documents...