United Malt Group Limited, in the matter of United Malt Group Limited (No 2) [2023] FCA 1236

United Malt Group Limited, in the matter of United Malt Group Limited (No 2) [2023] FCA 1236

The Scheme was approved because the Court was satisfied that the Scheme Booklet had been registered by ASIC and dispatched as ordered, the Scheme Meeting was convened and held in accordance with earlier orders, the Scheme Resolution was passed by the requisite majorities, the second court hearing was properly advertised, the performance rights cash-settlement mechanism did not alter the economic outcome described in the Scheme Booklet, relevant conditions precedent had been satisfied or waived, ASIC had no objection, there was no opposition, and no matter was identified that would justify refusing approval.

Jurisdiction
Australia
Judgment Date
16 October 2023
Procedural Posture
Corporations Scheme of Arrangement / Second Court Hearing; Application for Approval Under S 411(4)(b) of the Corporations Act 2001 (cth)
Outcome
Scheme approved and ancillary orders made.
Legal Topics
['scheme of Arrangement' 'second Court Hearing' 'shareholder Approval' 'asic No Objection' 'conditions Precedent']
['corporations'] ['scheme of Arrangement' 'second Court Hearing' 'shareholder Approval' 'asic No Objection' 'conditions Precedent']

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Procedural Posture

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

Legal Issues

  1. 1 ['Whether the Scheme of Arrangement should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether UMG should be exempted under s 411(12) from compliance with s 411(11) of the Corporations Act 2001 (Cth).' 'Whether the Scheme Meeting and related dispatch, notice, voting and advertising requirements had been complied with.' 'Whether undisclosed cash settlement arrangements for certain performance rights affected the appropriateness of approving the Scheme.']

Ratio Decidendi

The Scheme was approved because the Court was satisfied that the Scheme Booklet had been registered by ASIC and dispatched as ordered, the Scheme Meeting was convened and held in accordance with earlier orders, the Scheme Resolution was passed by the requisite majorities, the second court hearing was properly advertised, the performance rights cash-settlement mechanism did not alter the economic outcome described in the Scheme Booklet, relevant conditions precedent had been satisfied or waived, ASIC had no objection, there was no opposition, and no matter was identified that would justify refusing approval.

Court Disposition

Scheme approved and ancillary orders made.

Orders

  • ['Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth), the Scheme of Arrangement between UMG and UMG Shareholders who are Scheme Shareholders agreed to by UMG Shareholders at the Scheme Meeting held on 12 October 2023 be approved.' 'Pursuant to s 411(12) of the Corporations Act 2001 (Cth), UMG be exempted...