In the matter of Vonex Limited [2024] NSWSC 1075

In the matter of Vonex Limited [2024] NSWSC 1075

The Court ordered the convening of the scheme meeting because Vonex established the preconditions for the exercise of power under s 411 of the Corporations Act 2001 (Cth), the scheme was an arrangement between Vonex and its shareholders in a single class, ASIC had the required notice and did not propose to oppose the application, procedural requirements were met or appropriately dispensed with, the scheme booklet disclosure and verification were sufficient, and none of the identified particular matters provided an apparent reason to think the scheme would not be approved at the second Court hearing if the statutory majorities were achieved.

Jurisdiction
Australia
Judgment Date
23 August 2024
Procedural Posture
Application Under Ss 411 and 1319 of the Corporations Act 2001 (cth) for Orders Relating to a Proposed Scheme of Arrangement and Associated Orders / First Court Hearing
Outcome
Order convening scheme meeting and associated orders made.
Legal Topics
['schemes of Arrangement' 'arrangements and Reconstructions' 'convening of Scheme Meeting' 'explanatory Statement' 'asic Notice' 'deal Protection Provisions' 'break Fees' 'shareholder Communications']
['corporations' 'equity'] ['schemes of Arrangement' 'arrangements and Reconstructions' 'convening of Scheme Meeting' 'explanatory Statement' 'asic Notice' 'deal Protection Provisions' 'break Fees' 'shareholder Communications']

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Procedural Posture

Application Under Ss 411 and 1319 of the Corporations Act 2001 (cth) for Orders Relating to a Proposed Scheme of Arrangement and Associated Orders / First Court Hearing

Legal Issues

  1. 1 ['Whether Vonex is a Pt 5.1 body and the proposed scheme is an arrangement within the meaning of s 411 of the Corporations Act 2001 (Cth).' "Whether ASIC had a reasonable opportunity to examine the proposed scheme and explanatory statement, make submissions, and had 14 days' notice of the first Court hearing." 'Whether procedural requirements under the Supreme Court (Corporations) Rules 1999 (NSW) had been met or should be dispensed with.' 'Whether there was any apparent reason why the proposed scheme should not in due course receive Court approval if the necessary statutory majority was achieved.' "Whether particular aspects of the proposed scheme, including funding, equity incentives, MaxoTel's interests, exclusivity provisions, break fees, despatch of materials and shareholder communications, gave rise to any reason not to convene the scheme meeting."]

Ratio Decidendi

The Court ordered the convening of the scheme meeting because Vonex established the preconditions for the exercise of power under s 411 of the Corporations Act 2001 (Cth), the scheme was an arrangement between Vonex and its shareholders in a single class, ASIC had the required notice and did not propose to oppose the application, procedural requirements were met or appropriately dispensed with, the scheme booklet disclosure and verification were sufficient, and none of the identified particular matters provided an apparent reason to think the scheme would not be approved at the second Court hearing if the statutory majorities were achieved.

Court Disposition

Order convening scheme meeting and associated orders made.

Orders

  • ['Orders sought by Vonex were made at the conclusion of the first Court hearing on 20 August 2024.']