Security Matters Limited, in the matter of Security Matters Limited [2023] FCA 19

Security Matters Limited, in the matter of Security Matters Limited [2023] FCA 19

The proposed share and option schemes, and arrangements for convening the meetings, meet all relevant procedural and substantive requirements. The schemes are conventional, provide for adequate disclosure, raise no class issues, and are not 'so blatantly unfair or otherwise inappropriate' as to warrant being refused at the convening stage. There is no bar to making the orders sought convening the meetings of SMX shareholders and option holders.

Jurisdiction
Australia
Judgment Date
09 January 2023
Procedural Posture
Scheme of Arrangement (corporations) / First Court Hearing – Orders for Convening Scheme Meetings
Outcome
Orders made as sought - scheme meetings to be convened
Legal Topics
['schemes of Arrangement' 'share Scheme' 'option Scheme' 'special Purpose Acquisition Company (spac)' 'capital Reduction' 'meetings of Shareholders and Option Holders' 'convening Orders' 'section 411 – Corporations Act']
['corporations Law'] ['schemes of Arrangement' 'share Scheme' 'option Scheme' 'special Purpose Acquisition Company (spac)' 'capital Reduction' 'meetings of Shareholders and Option Holders' 'convening Orders' 'section 411 – Corporations Act']

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Procedural Posture

Scheme of Arrangement (corporations) / First Court Hearing – Orders for Convening Scheme Meetings

Legal Issues

  1. 1 ['Whether to order meetings of shareholders and option holders to approve proposed schemes of arrangement under s 411(1) of the Corporations Act 2001 (Cth)' "Whether the proposed schemes are 'fit for consideration' by members and creditors" 'Whether the explanatory statement contains adequate disclosure under s 412 and the Corporations Regulations' 'Whether any class issues, waivers, performance risks, break fees, or notice period concerns preclude the convening order']

Ratio Decidendi

The proposed share and option schemes, and arrangements for convening the meetings, meet all relevant procedural and substantive requirements. The schemes are conventional, provide for adequate disclosure, raise no class issues, and are not 'so blatantly unfair or otherwise inappropriate' as to warrant being refused at the convening stage. There is no bar to making the orders sought convening the meetings of SMX shareholders and option holders.

Court Disposition

Orders made as sought - scheme meetings to be convened

Orders

  • ["Plaintiff to convene Scheme Shareholders' and Option-holders' meetings on 1 February 2023, by electronic means, to consider and if thought fit approve the proposed schemes of arrangement." 'Scheme documents and proxy forms to be dispatched in accordance with Court directions by 10 January 2023.' 'Other procedural...