Solution 6 Holdings Limited ACN 003 264 006, in the matter of Solution 6 Holdings Limited ACN 003 264 006 [2004] FCA 1049

Solution 6 Holdings Limited ACN 003 264 006, in the matter of Solution 6 Holdings Limited ACN 003 264 006 [2004] FCA 1049

The Court may and does approve the three schemes of arrangement as all procedural requirements have been met, substantial statutory majorities achieved, the schemes are fair and reasonable to shareholders and option holders, capital reduction does not materially prejudice creditors (including in light of contested liabilities), US participants are adequately addressed through s3(a)(10) exemptions, and no valid opposition was presented.

Parties
Plaintiff: Solution 6 Holdings Limited; Other: MYOB Limited
Jurisdiction
Australia
Judgment Date
03 August 2004
Procedural Posture
Corporations – Scheme of Arrangement Approval / Final Judgment on Approval of Schemes of Arrangement
Outcome
Schemes of arrangement approved.
Legal Topics
Schemes of Arrangement, Approval of Schemes of Arrangement, Share Capital Reduction, Creditors' Rights, Fairness of Scheme, Disclosure of Potential Liabilities, Cross Border Securities Law
Corporations Law Schemes of Arrangement Approval of Schemes of Arrangement Share Capital Reduction Creditors' Rights Fairness of Scheme Disclosure of Potential Liabilities Cross Border Securities Law

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Parties

Solution 6 Holdings Limited

Plaintiff

MYOB Limited

Other

Procedural Posture

Corporations – Scheme of Arrangement Approval / Final Judgment on Approval of Schemes of Arrangement

Legal Issues

  1. 1 Whether the schemes of arrangement should be approved under s411(4) of the Corporations Act 2001 (Cth)
  2. 2 Whether the capital reduction and return of capital should preclude approval of the schemes
  3. 3 Whether procedural requirements for approval have been complied with

Ratio Decidendi

The Court may and does approve the three schemes of arrangement as all procedural requirements have been met, substantial statutory majorities achieved, the schemes are fair and reasonable to shareholders and option holders, capital reduction does not materially prejudice creditors (including in light of contested liabilities), US participants are adequately addressed through s3(a)(10) exemptions, and no valid opposition was presented.

Court Disposition

Schemes of arrangement approved.

Orders

  • Orders made in accordance with the Short Minutes of Order dated 2 August 2004.