In the matter of Xref Limited [2024] NSWSC 1673

In the matter of Xref Limited [2024] NSWSC 1673

All statutory and procedural requirements for convening a scheme meeting under s 411 of the Corporations Act 2001 (Cth) are satisfied, including scheme structure, fairness, disclosure, and treatment of break fees and exclusivity provisions. No matter is identified that would warrant declining to make orders convening the scheme meeting, and in principle, the Court would be likely to approve the scheme if it receives the required statutory majority.

Parties
Plaintiff: Xref Limited; Bidder: SEEK Limited and SEEK International Investments Pty Ltd (Bidder)
Jurisdiction
Australia
Judgment Date
23 December 2024
Procedural Posture
Scheme of Arrangement Application / Orders Convening Scheme Meeting (first Court Hearing)
Outcome
Orders made convening scheme meeting and associated orders
Legal Topics
Schemes of Arrangement, Arrangements and Reconstructions, Court Approval of Schemes, Break Fees, Exclusivity Provisions
Corporations Law Schemes of Arrangement Arrangements and Reconstructions Court Approval of Schemes Break Fees Exclusivity Provisions

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Parties

Xref Limited

Plaintiff

SEEK Limited and SEEK International Investments Pty Ltd (Bidder)

Bidder

Procedural Posture

Scheme of Arrangement Application / Orders Convening Scheme Meeting (first Court Hearing)

Legal Issues

  1. 1 Whether the requirements to convene a scheme meeting under s 411 of the Corporations Act 2001 (Cth) are satisfied
  2. 2 Whether the terms of the scheme, including break fees, exclusivity provisions and directors’ participation, preclude making the orders sought

Ratio Decidendi

All statutory and procedural requirements for convening a scheme meeting under s 411 of the Corporations Act 2001 (Cth) are satisfied, including scheme structure, fairness, disclosure, and treatment of break fees and exclusivity provisions. No matter is identified that would warrant declining to make orders convening the scheme meeting, and in principle, the Court would be likely to approve the scheme if it receives the required statutory majority.

Court Disposition

Orders made convening scheme meeting and associated orders

Orders

  • Order convening a meeting of Xref Limited shareholders to consider and, if thought fit, approve the proposed scheme of arrangement under s 411 of the Corporations Act 2001 (Cth)
  • Associated procedural orders regarding notice and conduct of meeting