WebCentral Group Limited, in the matter of WebCentral Group Limited [2006] FCA 937

WebCentral Group Limited, in the matter of WebCentral Group Limited [2006] FCA 937

The scheme adequately provides for the performance risk by requiring the transferee to pay the cash consideration into a Quistclose trust account prior to transfer of shares, and inclusion of the 'no encumbrances' clause is acceptable at the present stage for the purposes of making the order to convene the meeting.

Jurisdiction
Australia
Judgment Date
24 July 2006
Procedural Posture
Corporations Scheme of Arrangement Application / Application for Order to Convene Meeting of Members Under S 411(1) Corporations Act 2001 (cth)
Outcome
Order granted to convene meeting of members to consider the scheme of arrangement.
Legal Topics
['schemes of Arrangement' "members' Meetings" 'share Transfers' 'risk of Non Performance' 'no Encumbrances Clause']
['corporations Law'] ['schemes of Arrangement' "members' Meetings" 'share Transfers' 'risk of Non Performance' 'no Encumbrances Clause']

Case Brief

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Procedural Posture

Corporations Scheme of Arrangement Application / Application for Order to Convene Meeting of Members Under S 411(1) Corporations Act 2001 (cth)

Legal Issues

  1. 1 ["Whether the scheme of arrangement adequately provides for the risk of non-performance by the proposed transferee of the members' shares." 'Whether the scheme appropriately includes a provision that title to the shares should be taken by the transferee free of encumbrances or other interests of third parties.']

Ratio Decidendi

The scheme adequately provides for the performance risk by requiring the transferee to pay the cash consideration into a Quistclose trust account prior to transfer of shares, and inclusion of the 'no encumbrances' clause is acceptable at the present stage for the purposes of making the order to convene the meeting.

Court Disposition

Order granted to convene meeting of members to consider the scheme of arrangement.

Orders

  • ['WebCentral to convene a meeting of shareholders to consider and, if thought fit, agree to the scheme of arrangement.' 'Scheme meeting to be held at 11.00 am on 21 August 2006 at The Grace Hotel, Sydney.' 'Chairperson of the Scheme Meeting to be Ms Lucy Turnbull or, in her absence, Mr Sean Howard.' 'All voting at...