Federal Court of Australia
Federal Court of Australia
Over the Wire Holdings Limited, in the matter of Over the Wire Holdings Limited [2022] FCA 26 File number(s): NSD 2 of 2022
Judgment of: HALLEY J
Date of judgment: 21 January 2022
Date of publication of reasons: 25 January 2022
Catchwords: CORPORATIONS – members' scheme of arrangement – first court hearing – application under ss 411 and 1319 of the Corporations Act (Cth) for orders convening a meeting of members to consider and agree a proposed scheme of arrangement – proposed acquisition of shares in target company in exchange for cash and scrip consideration – break fee – exclusivity – performance risk secured by deed poll – existing director to become director of target company – whether benefits of director appropriately disclosed – scheme booklet to be sent by electronic communication unless hard copy requested – application granted
Legislation: Corporations Act 2001 (Cth) ss 411, 1319 Treasury Laws Amendment (2021 Measures No. 1) Act 2021 s 253RA
Cases cited: Adelaide Bank Limited, in the matter of Adelaide Bank Limited [2007] FCA 1582 Alstom Signalling Solutions Pty Ltd, in the matter of Alstom Signalling Solutions Pty Ltd v Alstom Transport Australia Pty Limited [2016] FCA 838 Amcom Telecommunications Limited, in the matter of Amcom Telecommunications Limited [2015] FCA 341 APN News & Media Limited, in the matter of APN News & Media Limited (2007) 62 ACSR 400; [2007] FCA 770 Associated Advisory Practices Limited, in the matter of Associated Advisory Practices Limited [2013] FCA 761 Australian Leaders Fund Ltd v Equity Trustees Ltd, in the matter of Australian Leaders Fund Ltd [2021] FCA 88 Australian Securities Commission v Marlborough Gold Mines Ltd (1993) 177 CLR 485; [1993] HCA 15 CSR Limited, in the matter of CSR Limited (2010) 183 FCR 358; [2010] FCAFC 34 Dragontail Systems Limited, in the matter of Dragontail Systems Limited [2021] FCA 834 FT Eastment & Sons Pty Ltd v Metal Roof Decking Supplies Pty Ltd (1977) 3 ACLR 69 Integra Mining Limited, in the matter of Integra Mining Limited [2012] FCA 1414 In the matter of BINGO Industries Limited [2021] NSWSC 798 In the matter of Coca-Cola Amatil Limited [2021] NSWSC 270 Japara Healthcare Limited, in the matter of Japara Healthcare Limited [2021] FCA 1150 Re Archaean Gold NL (1997) 23 ACSR 143 Re Central Pacific Minerals NL [2002] FCA 239 Re Sonodyne International Ltd (1994) 15 ACSR 494 Signature Capital Investments Limited, in the matter of Signature Capital Investments Limited [2016] FCA 258 Staging Connections Group Limited, in the matter of Staging Connections Group Limited [2015] FCA 1012 Westfield Holdings Limited (2004) 49 ACSR 734; [2004] NSWSC 458 Xplore Wealth Limited, in the matter of Xplore Wealth Limited [2020] FCA 1868
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