Dealt Holdings Ltd, in the matter of Dealt Holdings Ltd (No 2) [2022] FCA 1266

Federal Court of Australia

Dealt Holdings Ltd, in the matter of Dealt Holdings Ltd (No 2) [2022] FCA 1266 File number(s): NSD 642 of 2022

Judgment of: HALLEY J

Date of judgment: 26 October 2022

Catchwords: CORPORATIONS – members' scheme of arrangement – second court hearing – application pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth) (Act) for approval of scheme – proposed acquisition of shares in target company in exchange for cash payment – fairness – voter turnout at scheme meeting – whether distribution of supplementary or additional explanatory information without Court's approval material – exemption from compliance with s 411(11) of the Act – application granted

Legislation: Corporations Act 2001 (Cth) s 411

Cases cited: Avoca Resources Limited, in the matter of Avoca Resources Limited [2011] FCA 208 CSR Limited, in the matter of CSR Limited (2010) 183 FCR 358; [2010] FCAFC 34 Dealt Holdings Ltd, in the matter of Dealt Holdings Ltd [2022] FCA 1104 Dragontail Systems Limited, in the matter of Dragontail Systems Limited (No 2) [2021] FCA 1109 EcoBiotics Limited, in the matter of EcoBiotics Limited (No 2) [2017] FCA 1031 Fowler v Lindholm, in the matter of Opes Prime Stockbroking Limited (2009) 178 FCR 563; [2009] FCAFC 125 FT Eastment & Sons Pty Ltd v Metal Roof Decking Supplies Pty Ltd (1977) 3 ACLR 69 In the matter of BINGO Industries Limited [2021] NSWSC 911 In the matter of Foundation Healthcare Limited (No 2) (2002) 43 ACSR 680; [2002] FCA 973 In the matter of MyDeal.com.au Limited [2022] NSWSC 1317 In the matter of Quantum Health Group Limited (No 2) [2022] NSWSC 74 Lion Nathan Limited, in the matter of Lion Nathan Limited (No. 2) [2009] FCA 1261 NRMA Limited (Application of); NRMA Insurance Limited (Application of) (2000) 34 ACSR 261; [2000] NSWSC 408 Over the Wire Holdings Limited, in the matter of Over the Wire Holdings Limited (No 2) [2022] FCA 181 Permanent Trustee Company (2002) 43 ACSR 601; [2002] NSWSC 1177 Re Auzex Resources Ltd (No 2) [2012] QSC 101 Re Ranger Minerals Ltd; Ex parte Ranger Minerals Ltd (2002) 42 ACSR 582; [2002] WASC 207 Re Toll Holdings Limited (No 2) [2015] VSC 236 Re Western Areas Ltd; Ex Parte Western Areas Ltd [No 2] [2022] WASC 198 Re White Horses Pty Ltd [2016] 2 Qd R 422; [2016] QSC 282 Seven Network Limited, in the matter of Seven Network Limited (No 3) (2010) 77 ASCR 701; [2010] FCA 400 TriAusMin Limited, in the matter of TriAusMin Limited (No 2) [2014] FCA 833 Xplore Wealth Limited, in the matter of Xplore Wealth Limited (No 2) [2021] FCA 166