In the matter of Webcentral Group Limited [2020] NSWSC 1279

In the matter of Webcentral Group Limited [2020] NSWSC 1279

The proposed acquisition scheme was an arrangement within s 411 of the Corporations Act 2001 (Cth), had been bona fide and properly proposed, ASIC had been given the required notice and opportunity to review the material, the scheme booklet and verification evidence supported proper disclosure, the independent expert concluded that the scheme was fair and reasonable and in shareholders' best interests, and none of the identified matters including directors' shareholding interests, the virtual meeting, payment mechanics, exclusivity provisions, competing proposals, the reimbursement fee, deemed warranties, s 411(17), anticipated supplementary disclosure, electronic notification or the...

Jurisdiction
Australia
Judgment Date
18 September 2020
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) for Orders Convening a Meeting of Members to Consider a Proposed Scheme of Arrangement / First Court Hearing
Outcome
Orders made convening scheme meeting.
Legal Topics
['schemes of Arrangement' 'arrangements and Reconstructions' 'convening Scheme Meeting' 'exclusivity Provisions' 'break Fee' 'virtual Scheme Meeting']
['corporations' 'equity'] ['schemes of Arrangement' 'arrangements and Reconstructions' 'convening Scheme Meeting' 'exclusivity Provisions' 'break Fee' 'virtual Scheme Meeting']

Case Brief

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Procedural Posture

Application Under S 411 of the Corporations Act 2001 (cth) for Orders Convening a Meeting of Members to Consider a Proposed Scheme of Arrangement / First Court Hearing

Legal Issues

  1. 1 ['Whether the requirements for ordering a scheme meeting under s 411 of the Corporations Act 2001 (Cth) were satisfied.' 'Whether the length of the exclusivity period in the Scheme Implementation Deed provided any reason not to convene the scheme meeting.' "Whether it was appropriate to assess the reimbursement fee by reference to Webcentral's enterprise value rather than equity value." 'Whether the proposed virtual scheme meeting, performance-risk arrangements, deemed warranties, electronic notification, anticipated supplementary disclosure and proxy deadline provided any reason not to convene the scheme meeting.']

Ratio Decidendi

The proposed acquisition scheme was an arrangement within s 411 of the Corporations Act 2001 (Cth), had been bona fide and properly proposed, ASIC had been given the required notice and opportunity to review the material, the scheme booklet and verification evidence supported proper disclosure, the independent expert concluded that the scheme was fair and reasonable and in shareholders' best interests, and none of the identified matters including directors' shareholding interests, the virtual meeting, payment mechanics, exclusivity provisions, competing proposals, the reimbursement fee, deemed warranties, s 411(17), anticipated supplementary disclosure, electronic notification or the...

Court Disposition

Orders made convening scheme meeting.

Orders

  • ['Order made convening the scheme meeting in the form proposed by Webcentral.']