Veda Advantage Limited, in the matter of Veda Advantage Limited [2007] FCA 822

Veda Advantage Limited, in the matter of Veda Advantage Limited [2007] FCA 822

The court was satisfied that all procedural and substantive requirements had been met—including disclosure to shareholders, legal nature of the arrangement, status of the company, bona fide purpose, and ASIC opportunity to consider—so it was appropriate to order that the shareholders' meeting be convened and approve the scheme booklet.

Parties
Plaintiff: Veda Advantage Limited; VA Australia Finance Pty Limited
Jurisdiction
Australia
Judgment Date
04 May 2007
Procedural Posture
Corporations Scheme of Arrangement / First Court Hearing Orders for Convening Meeting and Approval of Explanatory Materials
Outcome
Orders made for convening scheme meeting and approval of scheme materials; application stood over for consideration of final approval.
Legal Topics
Scheme of Arrangement, Disclosure to Members, Court Approval of Scheme, Exclusivity Period, Break Fee, Directors' Duties
Corporations Law Scheme of Arrangement Disclosure to Members Court Approval of Scheme Exclusivity Period Break Fee Directors' Duties

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Parties

Veda Advantage Limited

Plaintiff

VA Australia Finance Pty Limited

Procedural Posture

Corporations Scheme of Arrangement / First Court Hearing Orders for Convening Meeting and Approval of Explanatory Materials

Legal Issues

  1. 1 Whether proper disclosure has been made to shareholders as required by the Corporations Act 2001 (Cth)
  2. 2 Whether the proposed scheme is an arrangement within the meaning of s 411
  3. 3 Whether the company is a Part 5.1 body

Ratio Decidendi

The court was satisfied that all procedural and substantive requirements had been met—including disclosure to shareholders, legal nature of the arrangement, status of the company, bona fide purpose, and ASIC opportunity to consider—so it was appropriate to order that the shareholders' meeting be convened and approve the scheme booklet.

Court Disposition

Orders made for convening scheme meeting and approval of scheme materials; application stood over for consideration of final approval.

Orders

  • A meeting of shareholders be convened on 14 June 2007 to consider the scheme of arrangement.
  • Scheme booklet in the form of Exhibit P2 approved for distribution to shareholders.