In the matter of Webster Limited [2019] NSWSC 1907

In the matter of Webster Limited [2019] NSWSC 1907

All statutory prerequisites for convening scheme meetings under s 411(1) of the Corporations Act 2001 (Cth) were met; the proposed Ordinary and Preference Schemes are fit to be put to shareholders, including disclosure of conflicts, break fee, and exclusivity arrangements; undertakings and structure neutralise any collateral benefit to Belfort and Verolot such that they can consult with other shareholders in a single class; the Court made orders convening the scheme meetings and ancillary orders as proposed.

Jurisdiction
Australia
Judgment Date
30 December 2019
Procedural Posture
Corporations Scheme of Arrangement / Interlocutory Application for Orders Convening Scheme Meetings
Outcome
Orders made convening scheme meetings of ordinary and preference shareholders and ancillary orders as proposed by the applicant.
Legal Topics
['schemes of Arrangement' 'arrangements and Reconstructions' 'shareholder Meetings' 'class Composition' 'ancillary Orders']
['corporations Law' 'equity'] ['schemes of Arrangement' 'arrangements and Reconstructions' 'shareholder Meetings' 'class Composition' 'ancillary Orders']

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Procedural Posture

Corporations Scheme of Arrangement / Interlocutory Application for Orders Convening Scheme Meetings

Legal Issues

  1. 1 ['Whether to make orders under s 411(1) of the Corporations Act 2001 (Cth) convening meetings of ordinary and preference shareholders to consider schemes of arrangement' 'Whether requirements for ordering scheme meetings are satisfied' 'Whether Belfort and Verolot constitute a separate class for voting due to collateral benefits under the Kooba Transaction' 'Whether potential conflicts of interest and executive payment arrangements require separate class treatment or bar convening meetings' 'Whether break fee, exclusivity arrangements, and performance risk provisions are permissible and adequately disclosed']

Ratio Decidendi

All statutory prerequisites for convening scheme meetings under s 411(1) of the Corporations Act 2001 (Cth) were met; the proposed Ordinary and Preference Schemes are fit to be put to shareholders, including disclosure of conflicts, break fee, and exclusivity arrangements; undertakings and structure neutralise any collateral benefit to Belfort and Verolot such that they can consult with other shareholders in a single class; the Court made orders convening the scheme meetings and ancillary orders as proposed.

Court Disposition

Orders made convening scheme meetings of ordinary and preference shareholders and ancillary orders as proposed by the applicant.

Orders

  • ['Meetings of ordinary shareholders (excluding certain shareholders) and preference shareholders are to be convened to consider and, if thought fit, approve the proposed schemes of arrangement.' 'Ancillary orders as set out in the application granted.']