Vault Intelligence Limited, in the matter of Vault Intelligence Limited (No 2) [2020] FCA 1504

Vault Intelligence Limited, in the matter of Vault Intelligence Limited (No 2) [2020] FCA 1504

The Court approved the Scheme because the convening orders had been complied with, the Scheme was approved unanimously by the members who voted and satisfied the statutory majorities in s 411(4)(a), the explanatory statement and meeting process provided full and fair disclosure, the Scheme was fair and reasonable, the relevant conditions precedent were certified as satisfied, ASIC provided a no objection statement under s 411(17)(b), no relevant discretionary matter justified refusal, and the s 411(12) exemption was appropriate because the Scheme did not amend Vault's constitution and Vault would become a wholly owned subsidiary of Damstra.

Jurisdiction
Australia
Judgment Date
07 October 2020
Procedural Posture
Corporations Members' Scheme of Arrangement / Second Court Hearing for Approval of Scheme Under S 411(4)(b) of the Corporations Act 2001 (cth)
Outcome
Scheme approved and exemption granted.
Legal Topics
["members' Scheme of Arrangement" 'court Approval of Scheme' 'statutory Majorities' 'asic No Objection Statement' 'exemption From Annexing Order to Constitution']
['corporations Law'] ["members' Scheme of Arrangement" 'court Approval of Scheme' 'statutory Majorities' 'asic No Objection Statement' 'exemption From Annexing Order to Constitution']

Case Brief

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Procedural Posture

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

Legal Issues

  1. 1 ['Whether the Scheme should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether the statutory requirements for approval of the Scheme, including member approval under s 411(4)(a), had been satisfied.' 'Whether there had been full and fair disclosure to members of information material to the decision whether to vote for or against the Scheme.' 'Whether the Scheme was fair and reasonable so that an intelligent and honest shareholder, properly informed and acting alone, might approve it.' 'Whether Vault should be exempted under s 411(12) of the Corporations Act 2001 (Cth) from compliance with s 411(11).']

Ratio Decidendi

The Court approved the Scheme because the convening orders had been complied with, the Scheme was approved unanimously by the members who voted and satisfied the statutory majorities in s 411(4)(a), the explanatory statement and meeting process provided full and fair disclosure, the Scheme was fair and reasonable, the relevant conditions precedent were certified as satisfied, ASIC provided a no objection statement under s 411(17)(b), no relevant discretionary matter justified refusal, and the s 411(12) exemption was appropriate because the Scheme did not amend Vault's constitution and Vault would become a wholly owned subsidiary of Damstra.

Court Disposition

Scheme approved and exemption granted.

Orders

  • ['Pursuant to sub-section 411(4)(b) of the Corporations Act 2001 (Cth), the Scheme of Arrangement between the plaintiff and its members agreed to by the said members at the meeting held on 2 October 2020 be approved.' 'Pursuant to sub-section 411(12) of the Corporations Act 2001 (Cth), the plaintiff be exempted from...