RXP Services Limited, in the matter of RXP Services Limited [2021] FCA 38

RXP Services Limited, in the matter of RXP Services Limited [2021] FCA 38

The statutory requirements for making an order under s 411(1) were satisfied, ASIC had been given notice and a reasonable opportunity to consider the Scheme and draft explanatory statement, the Scheme was in a conventional acquisition form and fit for shareholder consideration, no identified feature made it blatantly unfair or inappropriate, the Scheme Booklet appeared adequate, and the proposed electronic meeting was permissible. The Court therefore exercised its discretion to order that the scheme meeting be convened.

Jurisdiction
Australia
Judgment Date
29 January 2021
Procedural Posture
Corporations — Members' Scheme of Arrangement / First Court Hearing; Application Under S 411(1) of the Corporations Act 2001 (cth) to Convene a Scheme Meeting
Outcome
Application granted; order made for convening of scheme meeting.
Legal Topics
["members' Scheme of Arrangement" 'convening of Scheme Meeting' 'acquisition Scheme' 'scheme Booklet and Explanatory Statement' 'performance Risk' 'shareholder Warranties' 'reimbursement Fee' 'exclusivity Arrangements' 'employee Incentive Arrangements' 'financial Assistance' 'virtual Shareholder Meeting']
['corporations Law'] ["members' Scheme of Arrangement" 'convening of Scheme Meeting' 'acquisition Scheme' 'scheme Booklet and Explanatory Statement' 'performance Risk' 'shareholder Warranties' 'reimbursement Fee' 'exclusivity Arrangements' 'employee Incentive Arrangements' 'financial Assistance' 'virtual Shareholder Meeting']

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Procedural Posture

Corporations — Members' Scheme of Arrangement / First Court Hearing; Application Under S 411(1) of the Corporations Act 2001 (cth) to Convene a Scheme Meeting

Legal Issues

  1. 1 ['Whether the requirements for an order under s 411(1) of the Corporations Act 2001 (Cth) to convene a meeting of RXP shareholders were satisfied.' 'Whether any feature of the proposed Scheme, including performance risk, shareholder warranties, the reimbursement fee, exclusivity arrangements, employee incentives, class issues, the special dividend or s 411(17), should prevent the Court from ordering the meeting.' 'Whether the Scheme Booklet and explanatory statement provided adequate information for shareholders.' 'Whether the proposed scheme meeting could be held electronically.']

Ratio Decidendi

The statutory requirements for making an order under s 411(1) were satisfied, ASIC had been given notice and a reasonable opportunity to consider the Scheme and draft explanatory statement, the Scheme was in a conventional acquisition form and fit for shareholder consideration, no identified feature made it blatantly unfair or inappropriate, the Scheme Booklet appeared adequate, and the proposed electronic meeting was permissible. The Court therefore exercised its discretion to order that the scheme meeting be convened.

Court Disposition

Application granted; order made for convening of scheme meeting.

Orders

  • ['Pursuant to s 411(1) of the Corporations Act 2001 (Cth), RXP convene and hold a meeting of its shareholders to consider and, if thought fit, agree to the Scheme.' 'The Scheme Meeting be held on 2 March 2021 at 11.00 am (AEDT) electronically through an online platform in accordance with Part 2 of the Corporations...