Spookfish Limited, in the matter of Spookfish Limited (No 2) [2018] FCA 1966

Spookfish Limited, in the matter of Spookfish Limited (No 2) [2018] FCA 1966

The Court approved the scheme because the required statutory majorities were achieved, the Court's orders and other procedural requirements were met or any minor irregularity was of no real consequence and validated, all relevant conditions precedent were satisfied, ASIC had provided a no objection letter under s 411(17), there was no evidence that the scheme was undertaken to avoid Ch 6, and the evidence showed full and frank disclosure to shareholders and that the scheme was fair and reasonable.

Jurisdiction
Australia
Judgment Date
23 November 2018
Procedural Posture
Application to Approve a Scheme of Arrangement Under S 411(4)(b) of the Corporations Act 2001 (cth) / Second Court Hearing; Application for Orders Approving the Scheme
Outcome
Application granted; scheme of arrangement approved.
Legal Topics
['scheme of Arrangement' 'shareholder Approval' 'court Approval Under S 411(4)(b)' 'takeovers Provisions and S 411(17)' 'procedural Irregularity Under S 1322']
['corporations Law'] ['scheme of Arrangement' 'shareholder Approval' 'court Approval Under S 411(4)(b)' 'takeovers Provisions and S 411(17)' 'procedural Irregularity Under S 1322']

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Procedural Posture

Application to Approve a Scheme of Arrangement Under S 411(4)(b) of the Corporations Act 2001 (cth) / Second Court Hearing; Application for Orders Approving the Scheme

Legal Issues

  1. 1 ['Whether the scheme of arrangement between Spookfish Limited and its shareholders should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' "Whether the Court's convening orders and the statutory requirements, including the required voting majorities, were satisfied." 'Whether any procedural irregularity in service of scheme documents affected the validity of the meeting or approval process.' 'Whether the requirements of s 411(17) were satisfied and the scheme was not proposed to avoid Ch 6 of the Corporations Act 2001 (Cth).' 'Whether the scheme was fair and reasonable and accompanied by full and fair disclosure to shareholders.']

Ratio Decidendi

The Court approved the scheme because the required statutory majorities were achieved, the Court's orders and other procedural requirements were met or any minor irregularity was of no real consequence and validated, all relevant conditions precedent were satisfied, ASIC had provided a no objection letter under s 411(17), there was no evidence that the scheme was undertaken to avoid Ch 6, and the evidence showed full and frank disclosure to shareholders and that the scheme was fair and reasonable.

Court Disposition

Application granted; scheme of arrangement approved.

Orders

  • ['Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth), the scheme of arrangement between the plaintiff and its shareholders, in the form which appears at Annexure C of the Scheme Booklet dispatched to shareholders in accordance with the orders made by the Court on 12 October 2018, be approved.' 'Pursuant to s...