SFE Corporation Limited, in the matter of SFE Corporation Limited [2006] FCA 670

SFE Corporation Limited, in the matter of SFE Corporation Limited [2006] FCA 670

The Court ordered that a meeting of SFE members be convened because, after considering the Scheme, Implementation Agreement, proposed procedure and Explanatory Statement, including amendments to the independent expert's report identifying and summarising the studies relied upon for the control premium, it was satisfied that no relevant defect or procedural difficulty should prevent the meeting and that the requirements of the Corporations Act 2001 (Cth) and Regulations had been and would be met if the proposed orders were made.

Jurisdiction
Australia
Judgment Date
31 May 2006
Procedural Posture
Corporations Act Scheme of Arrangement Application / Reasons for Orders Convening a Meeting of Members Pursuant to S 411(1) of the Corporations Act 2001 (cth)
Outcome
Orders made convening a meeting of members of SFE Corporation Limited pursuant to s 411(1) of the Corporations Act 2001 (Cth) and ancillary orders.
Legal Topics
['scheme of Arrangement' 'member Meeting' 'explanatory Statement' 'independent Expert Report' 'break Fee' 'exclusivity Provisions']
['corporations'] ['scheme of Arrangement' 'member Meeting' 'explanatory Statement' 'independent Expert Report' 'break Fee' 'exclusivity Provisions']

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Procedural Posture

Corporations Act Scheme of Arrangement Application / Reasons for Orders Convening a Meeting of Members Pursuant to S 411(1) of the Corporations Act 2001 (cth)

Legal Issues

  1. 1 ['Whether there was any defect in the Scheme itself or the procedure for approving it that would mean the Scheme, if approved by members, would or might not be approved pursuant to s 411(6).' 'Whether the materials to be provided to members, particularly the Explanatory Statement defined in s 411(3), complied with the statutory requirements and would enable a member to make an informed judgment as to whether to vote for or against the Scheme.' 'Whether the other requirements of the Corporations Act 2001 (Cth) and Regulations would be complied with by the contemplated procedure.' 'Whether the exclusivity provisions and break fee in the Implementation Agreement should cause the Court to refrain from ordering the meeting.' 'Whether the treatment of ineligible foreign shareholders, corporate representatives, executive options, employee share acquisition plan shares and executive equity plan shares created any difficulty.' "Whether the independent expert's report adequately explained the studies relied upon for the premium for control used in valuing SFE shares."]

Ratio Decidendi

The Court ordered that a meeting of SFE members be convened because, after considering the Scheme, Implementation Agreement, proposed procedure and Explanatory Statement, including amendments to the independent expert's report identifying and summarising the studies relied upon for the control premium, it was satisfied that no relevant defect or procedural difficulty should prevent the meeting and that the requirements of the Corporations Act 2001 (Cth) and Regulations had been and would be met if the proposed orders were made.

Court Disposition

Orders made convening a meeting of members of SFE Corporation Limited pursuant to s 411(1) of the Corporations Act 2001 (Cth) and ancillary orders.

Orders

  • ['A meeting of members of SFE Corporation Limited was convened pursuant to s 411(1) of the Corporations Act 2001 (Cth).' 'Ancillary orders were made.']