In the matter of Villa World Limited [2019] NSWSC 1509

In the matter of Villa World Limited [2019] NSWSC 1509

The Court approved the scheme because the orders convening the meeting had been complied with, Villa World shareholders approved the scheme by the statutory majorities, ASIC had no objection, the other statutory pre-conditions and conditions precedent were satisfied or waived, no shareholder opposed approval, there was no suggestion of oppression, full disclosure requirements were met, and there was no discretionary reason to refuse approval. The exemption from s 411(11) was granted because the scheme did not amend Villa World's constitution and Villa World would become a wholly owned subsidiary of AVID.

Jurisdiction
Australia
Judgment Date
04 November 2019
Procedural Posture
Application for Orders Approving a Scheme of Arrangement Under S 411(4)(b) of the Corporations Act 2001 (cth) and Exemption Under S 411(12) / Second Court Hearing After Shareholder Meeting
Outcome
Orders made approving the scheme of arrangement.
Legal Topics
['scheme of Arrangement' 'share Acquisition' 'shareholder Approval' 'court Approval of Scheme' 'exemption From S 411(11)']
['corporations' 'equity'] ['scheme of Arrangement' 'share Acquisition' 'shareholder Approval' 'court Approval of Scheme' 'exemption From S 411(11)']

Case Brief

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Procedural Posture

Application for Orders Approving a Scheme of Arrangement Under S 411(4)(b) of the Corporations Act 2001 (cth) and Exemption Under S 411(12) / Second Court Hearing After Shareholder Meeting

Legal Issues

  1. 1 ['Whether the scheme of arrangement between Villa World Limited and its members should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether Villa World Limited should be exempted under s 411(12) from compliance with s 411(11) in relation to the scheme.']

Ratio Decidendi

The Court approved the scheme because the orders convening the meeting had been complied with, Villa World shareholders approved the scheme by the statutory majorities, ASIC had no objection, the other statutory pre-conditions and conditions precedent were satisfied or waived, no shareholder opposed approval, there was no suggestion of oppression, full disclosure requirements were met, and there was no discretionary reason to refuse approval. The exemption from s 411(11) was granted because the scheme did not amend Villa World's constitution and Villa World would become a wholly owned subsidiary of AVID.

Court Disposition

Orders made approving the scheme of arrangement.

Orders

  • ['The scheme of arrangement between Villa World Limited and its members was approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Villa World Limited was exempted under s 411(12) of the Corporations Act 2001 (Cth) from compliance with s 411(11) in relation to the scheme.']