Amcom Telecommunications Limited, in the matter of Amcom Telecommunications Limited (No 4) [2015] FCA 720

FEDERAL COURT OF AUSTRALIA

Amcom Telecommunications Limited, in the matter of Amcom Telecommunications Limited (No 4) [2015] FCA 720 Citation: Amcom Telecommunications Limited, in the matter of Amcom Telecommunications Limited (No 4) [2015] FCA 720

Parties: AMCOM TELECOMMUNICATIONS LIMITED ACN 062 046 217

File number: WAD 54 of 2015

Judge: MCKERRACHER J

Date of judgment: 17 July 2015

Catchwords: CORPORATIONS - scheme of arrangement – application for approval of scheme of arrangement under s 411(4)(b) of the Corporations Act 2001 (Cth) (Act) – several objections foreshadowed opposition to the scheme by a competitor who acquired a blocking stake – whether in the circumstances the scheme is fair and reasonable so that an intelligent and honest shareholder, properly informed and acting alone, might approve it – whether there was full and fair disclosure to shareholders of all information material to the decision whether to vote for or against the scheme – whether Vocus' divestment of its 10 per cent shareholding in Amcom (the target) altered the terms of the scheme – whether the date for eligibility to vote was determined in accordance with the Act – whether the difference in shareholders' interests was such as to create separate classes – whether votes at the scheme meeting by purchasers from Vocus of its 10 per cent interest in Amcom should be disregarded or discounted – whether votes at the scheme meeting by Amcom shareholders who were at that time also Vocus shareholders should be disregarded or discounted in light of Vocus' declaration of a special dividend conditional on the scheme becoming effective – whether votes by the Commonwealth Bank of Australia at the scheme meeting should be disregarded on the basis of its position as a secured creditor and shareholder of Vocus – whether Amcom should be exempted under s 411(12) from compliance with s 411(11) of the Act