In the matter of Tabcorp Holdings Limited (No 2) [2022] NSWSC 725

In the matter of Tabcorp Holdings Limited (No 2) [2022] NSWSC 725

The Court approved the scheme because Tabcorp had complied with the convening orders, the demerger booklet and related materials were properly dispatched and disclosed, ASIC had no objection, the scheme and associated capital reduction were passed by the necessary statutory majorities, no shareholder opposed approval, the independent expert supported the scheme, and there was no reason to doubt the fairness, reasonableness or propriety of the scheme.

Jurisdiction
Australia
Judgment Date
02 June 2022
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) for Orders Approving a Scheme of Arrangement / Second Court Hearing for Approval of Scheme of Arrangement
Outcome
Orders made approving a scheme of arrangement.
Legal Topics
['schemes of Arrangement' 'arrangements and Reconstructions' 'demerger' 'capital Reduction' 'shareholder Approval']
['corporations'] ['schemes of Arrangement' 'arrangements and Reconstructions' 'demerger' 'capital Reduction' 'shareholder Approval']

Case Brief

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Procedural Posture

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

Legal Issues

  1. 1 ['Whether the formal and statutory requirements for approval of the scheme of arrangement had been satisfied.' 'Whether the Court should exercise its discretion to approve the scheme of arrangement.' 'Whether Tabcorp should be exempted from compliance with s 411(11) of the Corporations Act 2001 (Cth).']

Ratio Decidendi

The Court approved the scheme because Tabcorp had complied with the convening orders, the demerger booklet and related materials were properly dispatched and disclosed, ASIC had no objection, the scheme and associated capital reduction were passed by the necessary statutory majorities, no shareholder opposed approval, the independent expert supported the scheme, and there was no reason to doubt the fairness, reasonableness or propriety of the scheme.

Court Disposition

Orders made approving a scheme of arrangement.

Orders

  • ['Orders sought by Tabcorp were made at the conclusion of the second Court hearing.' 'The scheme of arrangement was approved.' 'Tabcorp was exempted from compliance with s 411(11) of the Corporations Act 2001 (Cth).']