Spicers Limited, in the matter of Spicers Limited [2019] FCA 731

Spicers Limited, in the matter of Spicers Limited [2019] FCA 731

All procedural and substantive requirements for convening the shareholders’ meeting under s 411(1) Corporations Act were satisfied; the scheme is not blatantly unfair or inappropriate, sufficient disclosure exists, and risks regarding performance, break fee, exclusivity and enforceability are adequately addressed. A meeting of Scheme Shareholders should be convened for further consideration of the scheme.

Jurisdiction
Australia
Judgment Date
17 May 2019
Procedural Posture
Scheme of Arrangement Application / First Court Hearing for Convening Meeting Under S 411(1) of Corporations Act
Outcome
Orders made for convening of shareholders' meeting to consider scheme of arrangement; further hearing adjourned.
Legal Topics
['scheme of Arrangement' 'corporate Acquisitions' 'explanatory Statements' 'court Discretion' 'shareholder Meeting' 'performance Risk' 'disclosure' 'foreign Deed Poll Enforceability' 'break Fee' 'exclusivity Restrictions' 'director Performance Rights']
['corporations'] ['scheme of Arrangement' 'corporate Acquisitions' 'explanatory Statements' 'court Discretion' 'shareholder Meeting' 'performance Risk' 'disclosure' 'foreign Deed Poll Enforceability' 'break Fee' 'exclusivity Restrictions' 'director Performance Rights']

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Procedural Posture

Scheme of Arrangement Application / First Court Hearing for Convening Meeting Under S 411(1) of Corporations Act

Legal Issues

  1. 1 ['Whether the requirements for convening a meeting under s 411(1) of the Corporations Act have been satisfied' 'Whether sufficient disclosure has been provided to shareholders' 'Whether the proposed scheme is fair and not blatantly unfair' 'Whether performance risks and enforceability of obligations have been adequately addressed' 'Whether exclusivity restrictions and break fee are appropriate' 'Whether class constitution is correctly applied regarding performance rights']

Ratio Decidendi

All procedural and substantive requirements for convening the shareholders’ meeting under s 411(1) Corporations Act were satisfied; the scheme is not blatantly unfair or inappropriate, sufficient disclosure exists, and risks regarding performance, break fee, exclusivity and enforceability are adequately addressed. A meeting of Scheme Shareholders should be convened for further consideration of the scheme.

Court Disposition

Orders made for convening of shareholders' meeting to consider scheme of arrangement; further hearing adjourned.

Orders

  • ['Kokusai Pulp & Paper Co., Ltd. given leave to be heard without becoming party.' 'Meeting of Scheme Shareholders to be convened for consideration of scheme.' 'Scheme Meeting to be held on 26 June 2019.' 'Chairperson authorised and given discretion to adjourn Scheme Meeting.' 'Voting at Scheme Meeting by poll as...