Vita Group Ltd, in the matter of Vita Group Ltd (No 2) [2023] FCA 623

Vita Group Ltd, in the matter of Vita Group Ltd (No 2) [2023] FCA 623

The Scheme was approved because the statutory requirements had been met, ASIC had stated it had no objection, all conditions precedent had been satisfied or waived, the poll demonstrated that the statutory majorities under s 411(4) were comfortably satisfied, and there was no reason why the Scheme should not be approved.

Jurisdiction
Australia
Judgment Date
08 June 2023
Procedural Posture
Scheme of Arrangement Application / Second Court Hearing
Outcome
The scheme of arrangement was approved.
Legal Topics
['scheme of Arrangement' 'second Court Hearing' 'statutory Majorities' 'explanatory Statement Dispatch Evidence' 'shareholder Turnout Evidence' 'scheme Meeting Evidence']
['corporations' 'civil Procedure' 'evidence'] ['scheme of Arrangement' 'second Court Hearing' 'statutory Majorities' 'explanatory Statement Dispatch Evidence' 'shareholder Turnout Evidence' 'scheme Meeting Evidence']

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Procedural Posture

Scheme of Arrangement Application / Second Court Hearing

Legal Issues

  1. 1 ['Whether the scheme of arrangement between Vita Group Ltd and its shareholders should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether evidence conventionally filed at a second Court hearing concerning dispatch of explanatory materials, notice of objections, shareholder turnout, proxy collation and what was said at the scheme meeting is necessary or relevant.']

Ratio Decidendi

The Scheme was approved because the statutory requirements had been met, ASIC had stated it had no objection, all conditions precedent had been satisfied or waived, the poll demonstrated that the statutory majorities under s 411(4) were comfortably satisfied, and there was no reason why the Scheme should not be approved.

Court Disposition

The scheme of arrangement was approved.

Orders

  • ['Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth), the scheme of arrangement between the Plaintiff and its shareholders, the terms of which are set out in the document at Appendix 3 of the document comprising Exhibit P1 in the proceeding, is approved.' 'The Plaintiff lodge with the Australian Securities...