SRG Limited, in the matter of SRG Limited [2018] FCA 1092

SRG Limited, in the matter of SRG Limited [2018] FCA 1092

All statutory, procedural, and disclosure requirements for the making of orders to convene a scheme meeting under s 411(1) of the Corporations Act 2001 (Cth) have been fulfilled; the scheme and accompanying explanatory materials are not inappropriate or misleading, verification is robust, relevant classes are appropriately constituted, key provisions (including exclusivity and break fee) are reasonable, and ASIC's issues were addressed—thus, orders convening the meeting and approving the scheme booklet's distribution are granted.

Parties
Applicant: SRG Limited; Interested Party: Global Construction Services Limited
Jurisdiction
Australia
Judgment Date
23 July 2018
Procedural Posture
Corporations – Scheme of Arrangement / First Hearing on Application to Convene Scheme Meeting Under S 411(1) Corporations Act 2001 (cth)
Outcome
Orders made convening meeting of SRG members to consider proposed scheme of arrangement and approving explanatory statement booklet for dispatch.
Legal Topics
Scheme of Arrangement, Arrangement Between Company and Members, Court Approval to Convene Meeting, Explanatory Statement Verification, Class of Members, Independent Expert's Report, ASIC Involvement, Foreign Shareholders, Performance Rights and Options, Exclusivity Provisions, Break Fee, Procedural Requirements for Scheme Meeting
Corporations Law Scheme of Arrangement Arrangement Between Company and Members Court Approval to Convene Meeting Explanatory Statement Verification Class of Members Independent Expert's Report ASIC Involvement +5 more

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Parties

SRG Limited

Applicant

Global Construction Services Limited

Interested Party

Procedural Posture

Corporations – Scheme of Arrangement / First Hearing on Application to Convene Scheme Meeting Under S 411(1) Corporations Act 2001 (cth)

Legal Issues

  1. 1 Whether scheme of arrangement warrants order to convene members' meeting under s 411(1) Corporations Act 2001 (Cth)
  2. 2 Whether explanatory statement provides proper disclosure under s 412(1)
  3. 3 Single class nature of SRG members for the scheme

Ratio Decidendi

All statutory, procedural, and disclosure requirements for the making of orders to convene a scheme meeting under s 411(1) of the Corporations Act 2001 (Cth) have been fulfilled; the scheme and accompanying explanatory materials are not inappropriate or misleading, verification is robust, relevant classes are appropriately constituted, key provisions (including exclusivity and break fee) are reasonable, and ASIC's issues were addressed—thus, orders convening the meeting and approving the scheme booklet's distribution are granted.

Court Disposition

Orders made convening meeting of SRG members to consider proposed scheme of arrangement and approving explanatory statement booklet for dispatch.

Orders

  • Plaintiff (SRG) to convene a meeting of holders of fully paid ordinary shares to consider scheme of arrangement on 22 August 2018 or as otherwise approved.
  • Scheme booklet approved for dispatch with specified amendments and annexures, subject to ASIC compliance and corrections.