Village Roadshow Limited, in the matter of Village Roadshow Limited (No 2) [2020] FCA 1857

Village Roadshow Limited, in the matter of Village Roadshow Limited (No 2) [2020] FCA 1857

The Structure A Scheme of Arrangement was approved because all statutory requirements (including disclosure and proper shareholder vote) were satisfied, procedural irregularity in notice caused no substantial injustice, the Scheme was fair and reasonable for shareholders, no valid objection was raised, and ASIC had no objection.

Parties
Plaintiff: Village Roadshow Limited; Other: Village Roadshow Corporation Pty Ltd; Other: BGH Capital Pty Ltd; Other: VRG Bidco Pty Ltd; Other: VRG Holdco Ltd
Jurisdiction
Australia
Judgment Date
15 December 2020
Procedural Posture
Corporations Scheme of Arrangement / Second Court Hearing, Application for Scheme Approval
Outcome
Scheme of arrangement approved; exemption from compliance with s 411(11) granted.
Legal Topics
Scheme of Arrangement, Court Approval, Procedural Irregularity, Shareholder Vote, Disclosure Requirements
Corporations Law Scheme of Arrangement Court Approval Procedural Irregularity Shareholder Vote Disclosure Requirements

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Parties

Village Roadshow Limited

Plaintiff

Village Roadshow Corporation Pty Ltd

Other

BGH Capital Pty Ltd

Other

VRG Bidco Pty Ltd

Other

VRG Holdco Ltd

Other

Procedural Posture

Corporations Scheme of Arrangement / Second Court Hearing, Application for Scheme Approval

Legal Issues

  1. 1 Whether the Structure A Scheme of Arrangement should be approved under ss 411(4)(b) and 411(6) of the Corporations Act 2001 (Cth)
  2. 2 Whether procedural irregularities affected the validity of the Scheme Meetings
  3. 3 Whether the Scheme is fair and reasonable to shareholders

Ratio Decidendi

The Structure A Scheme of Arrangement was approved because all statutory requirements (including disclosure and proper shareholder vote) were satisfied, procedural irregularity in notice caused no substantial injustice, the Scheme was fair and reasonable for shareholders, no valid objection was raised, and ASIC had no objection.

Court Disposition

Scheme of arrangement approved; exemption from compliance with s 411(11) granted.

Orders

  • Pursuant to sections 411(4)(b) and 411(6) of the Corporations Act 2001 (Cth), approval of the Structure A Scheme of Arrangement between the Plaintiff and the Scheme Shareholders.
  • The Plaintiff is to lodge with ASIC a copy of the approved Structure A Scheme of Arrangement at the time of lodging an office copy of these Orders under section 411(10) of the Act.