Xplore Wealth Limited, in the matter of Xplore Wealth Limited (No 2) [2021] FCA 166

Xplore Wealth Limited, in the matter of Xplore Wealth Limited (No 2) [2021] FCA 166

The Court was satisfied that all statutory requirements and procedural steps had been met, there was overwhelming support from affected parties, full and fair disclosure was provided, the directors recommended the Schemes, there was no evidence of unfairness or oppression, and the independent expert's opinion did not preclude approval. Thus, the Share Scheme and Option Scheme were approved under s 411(4)(b) of the Corporations Act 2001 (Cth).

Parties
Plaintiff: Xplore Wealth Limited; Acquirer: HUB24 Limited
Jurisdiction
Australia
Judgment Date
18 February 2021
Procedural Posture
Scheme of Arrangement / Second Court Hearing, Approval of Scheme
Outcome
Schemes of arrangement approved
Legal Topics
Scheme of Arrangement, Corporate Insolvency
Corporations Scheme of Arrangement Corporate Insolvency

Case Brief

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Parties

Xplore Wealth Limited

Plaintiff

HUB24 Limited

Acquirer

Procedural Posture

Scheme of Arrangement / Second Court Hearing, Approval of Scheme

Legal Issues

  1. 1 Whether the Share Scheme and Option Scheme should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth)
  2. 2 Whether all statutory requirements, procedural orders, and disclosure were complied with
  3. 3 Whether the Schemes are fair and reasonable to members and creditors

Ratio Decidendi

The Court was satisfied that all statutory requirements and procedural steps had been met, there was overwhelming support from affected parties, full and fair disclosure was provided, the directors recommended the Schemes, there was no evidence of unfairness or oppression, and the independent expert's opinion did not preclude approval. Thus, the Share Scheme and Option Scheme were approved under s 411(4)(b) of the Corporations Act 2001 (Cth).

Court Disposition

Schemes of arrangement approved

Orders

  • The scheme of arrangement between Xplore Wealth Limited and its members (Share Scheme) is approved pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth).
  • The scheme of arrangement between Xplore Wealth Limited and certain creditors (Option Scheme) is approved pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth).