SRG Limited, in the matter of SRG Limited (No 2) [2018] FCA 1424

SRG Limited, in the matter of SRG Limited (No 2) [2018] FCA 1424

The Court approved the scheme because SRG had complied with the Court's orders and procedural requirements apart from a late despatch irregularity that did not cause substantial injustice, the scheme was approved by the requisite statutory majorities, the relatively low voter turnout did not make the vote unrepresentative or justify withholding approval, the scheme was fair and reasonable, there was no evidence that it was proposed to avoid Chapter 6 of the Corporations Act 2001 (Cth), conditions precedent were satisfied, and ASIC had no objection.

Jurisdiction
Australia
Judgment Date
27 August 2018
Procedural Posture
Corporations Scheme of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Second Court Hearing for Approval of Scheme of Arrangement
Outcome
Scheme approved and exemption from compliance with s 411(11) of the Corporations Act 2001 (Cth) granted.
Legal Topics
['scheme of Arrangement' 'court Approval of Scheme' 'procedural Irregularity' 'low Voter Turnout' 'asic No Objection']
['corporations Law'] ['scheme of Arrangement' 'court Approval of Scheme' 'procedural Irregularity' 'low Voter Turnout' 'asic No Objection']

Case Brief

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Procedural Posture

Corporations Scheme of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Second Court Hearing for Approval of Scheme of Arrangement

Legal Issues

  1. 1 ['Whether the Court should approve the scheme of arrangement under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether the procedural requirements and statutory voting majorities for approval of the scheme were satisfied.' 'Whether low shareholder turnout prevented approval of the scheme.' 'Whether late despatch of scheme booklets to 12 shareholders caused substantial injustice.' 'Whether the scheme was fair and reasonable and not proposed to avoid Chapter 6 of the Corporations Act 2001 (Cth).' 'Whether SRG should be exempted from compliance with s 411(11) of the Corporations Act 2001 (Cth).']

Ratio Decidendi

The Court approved the scheme because SRG had complied with the Court's orders and procedural requirements apart from a late despatch irregularity that did not cause substantial injustice, the scheme was approved by the requisite statutory majorities, the relatively low voter turnout did not make the vote unrepresentative or justify withholding approval, the scheme was fair and reasonable, there was no evidence that it was proposed to avoid Chapter 6 of the Corporations Act 2001 (Cth), conditions precedent were satisfied, and ASIC had no objection.

Court Disposition

Scheme approved and exemption from compliance with s 411(11) of the Corporations Act 2001 (Cth) granted.

Orders

  • ['Pursuant to paragraph 411(4)(b) of the Corporations Act 2001 (Cth), the scheme of arrangement between the plaintiff, SRG Limited, and the holders of fully paid ordinary shares in the plaintiff, in the form contained in Annexure B to the Scheme Booklet and in Annexure SPG6 to the affidavit of Sevan Philip Gore...