Sylvastate Limited, in the matter of Sylvastate Limited [2011] FCA 211

Sylvastate Limited, in the matter of Sylvastate Limited [2011] FCA 211

The Court made the orders because the evidence established the first court hearing requirements under s 411(1): Sylvastate was a Part 5.1 body, the proposed Scheme was an arrangement, the proposed chairmen had consented, the Scheme was bona fide and properly proposed, ASIC had adequate notice and did not propose to appear or oppose at that time, and the disclosed matters concerning one class, performance risk and shareholder warranties did not provide a reason to refuse the orders.

Jurisdiction
Australia
Judgment Date
16 March 2011
Procedural Posture
Application Under S 411(1) of the Corporations Act 2001 (cth) for Orders Convening a Meeting of Members to Consider a Proposed Scheme of Arrangement and Directions as to the Conduct of the Meeting / First Court Hearing
Outcome
Orders made convening the scheme meeting, approving distribution of the Scheme Booklet, giving directions for the scheme meeting and standing the proceeding over for any application to approve the Scheme.
Legal Topics
['scheme of Arrangement' 'shareholder Meeting' 'court Approval to Convene Meeting' 'disclosure Obligations' 'class Composition' 'independent Expert Report']
['corporations Law'] ['scheme of Arrangement' 'shareholder Meeting' 'court Approval to Convene Meeting' 'disclosure Obligations' 'class Composition' 'independent Expert Report']

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Procedural Posture

Application Under S 411(1) of the Corporations Act 2001 (cth) for Orders Convening a Meeting of Members to Consider a Proposed Scheme of Arrangement and Directions as to the Conduct of the Meeting / First Court Hearing

Legal Issues

  1. 1 ['Whether the plaintiff should be permitted under s 411(1) of the Corporations Act 2001 (Cth) to convene a meeting of members, other than Whitefield Limited, to consider the proposed scheme of arrangement.' 'Whether the Scheme Booklet should be approved for distribution and whether directions should be made for the conduct of the scheme meeting.' "Whether the Scheme Shareholders constituted one class despite Mr Gluskie's interests in Sylvastate, Whitefield and White Funds Management Ltd." 'Whether performance risk and the deemed warranty by Scheme Shareholders raised any concern preventing orders at the first court hearing.' 'Whether the requirements necessary to be proved at a first court hearing under s 411(1) had been met.']

Ratio Decidendi

The Court made the orders because the evidence established the first court hearing requirements under s 411(1): Sylvastate was a Part 5.1 body, the proposed Scheme was an arrangement, the proposed chairmen had consented, the Scheme was bona fide and properly proposed, ASIC had adequate notice and did not propose to appear or oppose at that time, and the disclosed matters concerning one class, performance risk and shareholder warranties did not provide a reason to refuse the orders.

Court Disposition

Orders made convening the scheme meeting, approving distribution of the Scheme Booklet, giving directions for the scheme meeting and standing the proceeding over for any application to approve the Scheme.

Orders

  • ['Pursuant to s 411(1) Corporations Act 2001 (Cth), the plaintiff convene a meeting of members of the plaintiff (other than Whitefield Limited) for the purpose of considering and, if thought fit, agreeing (with or without modification) to the proposed scheme of arrangement between the plaintiff and its Members,...