In the matter of Templeton Global Growth Fund Limited [2021] NSWSC 1169

The Court ordered the convening of a scheme meeting because the scheme is adequately disclosed, fit for consideration by shareholders as a single class, complies with legal requirements and practice, and no reason is shown why it should not proceed to the next stage if it obtains the necessary shareholder majorities.

Jurisdiction: Australia
Judgment Date: 15 September 2021
Procedural Posture: Corporations Scheme of Arrangement / First Scheme Hearing (orders to Convene Meeting)
Outcome: Orders made convening scheme meeting and making ancillary orders.
Legal Topics: ['scheme of Arrangement' "members' Meetings" 'disclosure Requirements' 'class of Members' 'exclusivity Provisions']

['corporations Law' 'equity'] ['scheme of Arrangement' "members' Meetings" 'disclosure Requirements' 'class of Members' 'exclusivity Provisions']

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Procedural Posture

Corporations Scheme of Arrangement / First Scheme Hearing (orders to Convene Meeting)

Legal Issues

1 ['Whether to make orders convening a scheme meeting under s 411 of the Corporations Act 2001 (Cth)' 'Whether explanatory memorandum provides proper disclosure' 'Whether TGG shareholders constitute a single class' 'Fairness in class treatment of ineligible overseas shareholders' 'Effect of variable consideration (NTA-based) scheme and buy-back amounts' 'Legitimacy of exclusivity provisions in the Scheme Implementation Agreement']

Ratio Decidendi

Court Disposition

Orders made convening scheme meeting and making ancillary orders.

Orders

['TGG to convene a meeting of its members to consider the proposed scheme of arrangement pursuant to s 411 of the Corporations Act 2001 (Cth).']