Tox Free Solutions Limited, In the matter of Tox Free Solutions Limited [2018] FCA 977

Tox Free Solutions Limited, In the matter of Tox Free Solutions Limited [2018] FCA 977

All statutory and procedural requirements for the approval of the scheme of arrangement were satisfied. The scheme was fair and reasonable, as supported by an independent expert and the overwhelming majority of shareholders, and there was no basis for refusing approval.

Jurisdiction
Australia
Judgment Date
02 March 2018
Procedural Posture
Corporations – Scheme of Arrangement / Final Approval of Scheme of Arrangement Under S 411 of the Corporations Act 2001 (cth)
Outcome
Scheme of arrangement approved and exemption from s 411(11) granted.
Legal Topics
['scheme of Arrangement' 'court Approval' 'explanatory Statement' 'dividend Payment' 'retention Agreements' 'break Fee' 'unlisted Securities' 'notice to Shareholders' 'meeting Procedure']
['corporations Law'] ['scheme of Arrangement' 'court Approval' 'explanatory Statement' 'dividend Payment' 'retention Agreements' 'break Fee' 'unlisted Securities' 'notice to Shareholders' 'meeting Procedure']

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Procedural Posture

Corporations – Scheme of Arrangement / Final Approval of Scheme of Arrangement Under S 411 of the Corporations Act 2001 (cth)

Legal Issues

  1. 1 ['Whether the requirements for approval of a scheme of arrangement under s 411 of the Corporations Act 2001 (Cth) were met' 'Whether the Special Dividend and retention agreements affected class composition or fairness' 'Whether proper notice and disclosure was given to all relevant shareholders' 'Treatment of unlisted securities and break fee']

Ratio Decidendi

All statutory and procedural requirements for the approval of the scheme of arrangement were satisfied. The scheme was fair and reasonable, as supported by an independent expert and the overwhelming majority of shareholders, and there was no basis for refusing approval.

Court Disposition

Scheme of arrangement approved and exemption from s 411(11) granted.

Orders

  • ['Approval of the scheme of arrangement between Tox Free Solutions Limited and its shareholders under s 411(4)(b) and s 411(6) of the Corporations Act 2001 (Cth).' 'Exemption from compliance with s 411(11) of the Corporations Act 2001 (Cth) granted.' 'Plaintiff to lodge an office copy of the orders with ASIC as soon...