SAI Global Limited; In the Matter of SAI Global Limited [2016] FCA 1312

SAI Global Limited; In the Matter of SAI Global Limited [2016] FCA 1312

The proposed scheme of arrangement, including break fee and exclusivity provisions, is suitable to be submitted for the consideration of SAI Global Limited shareholders, as the transaction is commercially reasonable, properly disclosed, falls within acceptable market practice, and no immediate or obvious flaw exists to deny seeking shareholder endorsement. There is no need to constitute separate classes for holders of options or performance rights at this stage.

Parties
Plaintiff: SAI Global Limited; Intervener: Casmar (Australia) Pty Ltd (ACN 615 021 479)
Jurisdiction
Australia
Judgment Date
01 November 2016
Procedural Posture
Corporations Scheme of Arrangement / Application for Orders to Convene Meeting Under S 411(1) Corporations Act 2001 (cth)
Outcome
Orders made to convene scheme meeting under s 411(1) of the Corporations Act 2001 (Cth); further hearing stood over for potential approval of scheme.
Legal Topics
Schemes of Arrangement, Break Fees, Shareholder Meetings, Exclusivity Clauses, Performance Rights and Options, Class Constitution
Corporations Law Schemes of Arrangement Break Fees Shareholder Meetings Exclusivity Clauses Performance Rights and Options Class Constitution

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Parties

SAI Global Limited

Plaintiff

Casmar (Australia) Pty Ltd (ACN 615 021 479)

Intervener

Procedural Posture

Corporations Scheme of Arrangement / Application for Orders to Convene Meeting Under S 411(1) Corporations Act 2001 (cth)

Legal Issues

  1. 1 Whether the Court should order a meeting of shareholders pursuant to s 411(1) of the Corporations Act 2001 (Cth) to consider a scheme of arrangement
  2. 2 Whether the terms of the proposed scheme of arrangement, including break fee and exclusivity provisions, are appropriate to be submitted to shareholders
  3. 3 Whether the scheme booklet contains adequate disclosure

Ratio Decidendi

The proposed scheme of arrangement, including break fee and exclusivity provisions, is suitable to be submitted for the consideration of SAI Global Limited shareholders, as the transaction is commercially reasonable, properly disclosed, falls within acceptable market practice, and no immediate or obvious flaw exists to deny seeking shareholder endorsement. There is no need to constitute separate classes for holders of options or performance rights at this stage.

Court Disposition

Orders made to convene scheme meeting under s 411(1) of the Corporations Act 2001 (Cth); further hearing stood over for potential approval of scheme.

Orders

  • SAI Global Limited to convene meeting of holders of fully paid ordinary shares to consider and, if thought fit, approve a scheme of arrangement as contained in the scheme booklet.
  • Scheme meeting to be held at 10.00 am (Sydney time) on 5 December 2016.