Xenith IP Group Limited, in the matter of Xenith IP Group Limited [2019] FCA 173

Xenith IP Group Limited, in the matter of Xenith IP Group Limited [2019] FCA 173

Formal and substantive requirements under Corporations Act 2001 for the convening of a shareholder meeting to consider a scheme of arrangement are satisfied, including the adequacy of the explanatory statement, appropriate verification, independent expert's opinion, and proper notice to ASIC. The scheme is in such terms that, subject to shareholder approval, the Court would likely approve it.

Jurisdiction
Australia
Judgment Date
19 February 2019
Procedural Posture
Corporations Scheme of Arrangement / Application for Orders to Convene Meeting of Shareholders
Outcome
Application granted – orders made to convene a meeting of shareholders to consider the scheme of arrangement.
Legal Topics
['scheme of Arrangement' 'mergers and Acquisitions' 'shareholder Meeting' 'deal Protection Clauses' 'break Fees']
['corporations Law'] ['scheme of Arrangement' 'mergers and Acquisitions' 'shareholder Meeting' 'deal Protection Clauses' 'break Fees']

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 1 Authorities cited 2 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Procedural Posture

Corporations Scheme of Arrangement / Application for Orders to Convene Meeting of Shareholders

Legal Issues

  1. 1 ['Whether the plaintiff should be ordered to convene a meeting of shareholders under section 411(1) of the Corporations Act 2001 to consider a proposed scheme of arrangement' 'Whether the proposed scheme satisfies the formal and substantive requirements for such an arrangement']

Ratio Decidendi

Formal and substantive requirements under Corporations Act 2001 for the convening of a shareholder meeting to consider a scheme of arrangement are satisfied, including the adequacy of the explanatory statement, appropriate verification, independent expert's opinion, and proper notice to ASIC. The scheme is in such terms that, subject to shareholder approval, the Court would likely approve it.

Court Disposition

Application granted – orders made to convene a meeting of shareholders to consider the scheme of arrangement.

Orders

  • ['Plaintiff to convene a meeting of ordinary shareholders (excluding QANTM, its Associates, and Related Bodies Corporate) to consider and, if thought fit, agree to the proposed scheme of arrangement.' 'Scheme Meeting to be held on 3 April 2019 at level 9, 60 Margaret Street, Sydney NSW, at 10.30 am.' 'Chairperson of...