Sylvastate Limited, in the matter of Sylvastate Limited (No 2) [2011] FCA 441

Sylvastate Limited, in the matter of Sylvastate Limited (No 2) [2011] FCA 441

The Court approved the Scheme because the evidence established that all necessary preliminaries for approval under s 411(4)(b) had been addressed, the Scheme had been properly notified to Sylvastate shareholders, it had been approved by the required statutory majorities, ASIC had no objection, no objector appeared, and procedural and substantive fairness had been addressed.

Jurisdiction
Australia
Judgment Date
05 May 2011
Procedural Posture
Application for Orders Approving a Scheme of Arrangement Under S 411(4)(b) of the Corporations Act 2001 (cth) / Second Court Hearing
Outcome
Scheme of arrangement approved.
Legal Topics
['scheme of Arrangement' 'court Approval of Scheme' 'statutory Majorities' 'procedural Fairness' 'asic No Objection']
['corporations'] ['scheme of Arrangement' 'court Approval of Scheme' 'statutory Majorities' 'procedural Fairness' 'asic No Objection']

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Procedural Posture

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

Legal Issues

  1. 1 ['Whether all statutory preconditions and necessary preliminary steps for approval of the scheme of arrangement had been satisfied.' 'Whether the scheme had been properly notified to Sylvastate shareholders and approved by the required statutory majorities.' 'Whether procedural and substantive fairness had been addressed so that the Court should exercise its discretion to approve the scheme.']

Ratio Decidendi

The Court approved the Scheme because the evidence established that all necessary preliminaries for approval under s 411(4)(b) had been addressed, the Scheme had been properly notified to Sylvastate shareholders, it had been approved by the required statutory majorities, ASIC had no objection, no objector appeared, and procedural and substantive fairness had been addressed.

Court Disposition

Scheme of arrangement approved.

Orders

  • ["Pursuant to section 411(4)(b) of the Corporations Act 2001 (Cth), the Scheme of Arrangement between the Plaintiff and its members (other than Whitefield Limited), a copy of which is annexed hereto and marked 'A', be approved." 'Pursuant to section 411(12) of the Act, the Plaintiff be exempted from compliance with...