Wellcom Group Limited, in the matter of Wellcom Group Limited (No 2) [2019] FCA 1872

Wellcom Group Limited, in the matter of Wellcom Group Limited (No 2) [2019] FCA 1872

The Scheme was approved because the convening orders were complied with, the meeting approved the Scheme by the required statutory majorities, the explanatory material and meeting process provided full and fair disclosure, the Scheme was fair and reasonable such that an intelligent and honest Wellcom shareholder properly informed and acting alone might approve it, the relevant conditions precedent were satisfied or waived, ASIC had issued a no-objection letter under s 411(17)(b), and no matter justified refusing approval. The exemption under s 411(12) was granted because the Scheme did not amend Wellcom's Constitution and, upon implementation, Wellcom would become an 85% owned subsidiary...

Jurisdiction
Australia
Judgment Date
13 November 2019
Procedural Posture
Members' Scheme of Arrangement / Second Court Hearing Seeking Approval Under S 411(4)(b) of the Corporations Act 2001 (cth)
Outcome
Scheme approved and exemption from compliance with s 411(11) granted.
Legal Topics
["members' Scheme of Arrangement" 'court Approval of Scheme' 'statutory Majorities' 'full and Fair Disclosure to Members' 'fair and Reasonable Scheme' 'asic No Objection' 'exemption From Annexing Court Order to Constitution']
['corporations Law'] ["members' Scheme of Arrangement" 'court Approval of Scheme' 'statutory Majorities' 'full and Fair Disclosure to Members' 'fair and Reasonable Scheme' 'asic No Objection' 'exemption From Annexing Court Order to Constitution']

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Procedural Posture

Members' Scheme of Arrangement / Second Court Hearing Seeking Approval Under S 411(4)(b) of the Corporations Act 2001 (cth)

Legal Issues

  1. 1 ['Whether the Scheme should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether the orders convening the Scheme meeting and statutory requirements were complied with.' 'Whether the Scheme was fair and reasonable and supported by full and fair disclosure to members.' 'Whether the Court could approve the Scheme in light of s 411(17) of the Corporations Act 2001 (Cth).' 'Whether Wellcom should be exempted under s 411(12) from compliance with s 411(11) of the Corporations Act 2001 (Cth).']

Ratio Decidendi

The Scheme was approved because the convening orders were complied with, the meeting approved the Scheme by the required statutory majorities, the explanatory material and meeting process provided full and fair disclosure, the Scheme was fair and reasonable such that an intelligent and honest Wellcom shareholder properly informed and acting alone might approve it, the relevant conditions precedent were satisfied or waived, ASIC had issued a no-objection letter under s 411(17)(b), and no matter justified refusing approval. The exemption under s 411(12) was granted because the Scheme did not amend Wellcom's Constitution and, upon implementation, Wellcom would become an 85% owned subsidiary...

Court Disposition

Scheme approved and exemption from compliance with s 411(11) granted.

Orders

  • ['Pursuant to sub-section 411(4)(b) of the Corporations Act 2001 (Cth) (Act), the Scheme of Arrangement between the plaintiff and its members (other than the Excluded Shareholder, SIDCOM Pty Ltd (ACN 635 070 049)) agreed to by the said members at the meeting held on 8 November 2019 (the terms of which were set out...