SILK Laser Australia Limited, in the matter of SILK Laser Australia Limited [2023] FCA 1191

FEDERAL COURT OF AUSTRALIA

SILK Laser Australia Limited, in the matter of SILK Laser Australia Limited [2023] FCA 1191 File number(s): NSD 979 of 2023

Judgment of: HALLEY J

Date of judgment: 6 October 2023

Catchwords: CORPORATIONS – members' scheme of arrangement – first court hearing – application under s 411 and s 1319 of the Corporations Act 2001 (Cth) for orders convening a meeting of members to consider and agree a proposed scheme of arrangement – break fees and exclusivity arrangements – deemed warranty – special dividend arrangement – class considerations – incentive payments – performance risk – foreign capital gains tax withholding regime – shareholder communications – notice of scheme meeting – application granted

Legislation: Corporations Act 2001 (Cth) ss 260A, 411, 1319 Federal Court (Corporations) Rules 2000 (Cth) rr 2.4, 3.2, 3.3

Cases cited: Absolute Equity Performance Fund Ltd, in the matter of Absolute Equity Performance Fund Ltd [2022] FCA 933 Alstom Signalling Solutions Pty Ltd, in the matter of Alstom Signalling Solutions Pty Ltd v Alstom Transport Australia Pty Limited [2016] FCA 838 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 Limited (1993) 177 CLR 485; [1993] HCA 15 Bulletpoof Group Limited, in the matter of Bulletproof Group Limited [2018] FCA 497 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 Essential Metals Limited, in the matter of Essential Metals Limited [2023] FCA 240 FT Eastment & Sons Pty Ltd v Metal Roof Decking Supplies Pty Ltd (1977) 3 ACLR 69 Healthscope Limited, in the matter of Healthscope Limited [2019] FCA 542 In the matter of Coca-Cola Amatil Limited [2021] NSWSC 270 In the matter of InvoCare Limited [2023] NSWSC 1180 Integra Mining Limited, in the matter of Integra Mining Limited [2012] FCA 1414 Japara Healthcare Limited, in the matter of Japara Healthcare Limited [2021] FCA 1150 Kidman Resources Limited, in the matter of Kidman Resources Limited [2019] FCA 1226 Legend Corporation Limited, in the matter of Legend Corporation Limited [2019] FCA 1249 MOQ Limited, in the matter of MOQ Limited [2022] FCA 1160 Amcom Telecommunications Limited, in the matter of Amcom Telecommunications Limited [2015] FCA 341 Newcrest Mining Limited, in the matter of Newcrest Mining Limited [2023] FCA 1080 Over the Wire Holdings Limited, in the matter of Over the Wire Holdings Limited [2022] FCA 26 Oz Minerals Limited, in the matter of Oz Minerals Limited [2023] FCA 197 Re Archaean Gold NL (1997) 23 ACSR 143 Re Central Pacific Minerals NL [2002] FCA 239 Re Foster's Group Limited (No. 2) [2011] VSC 547 Re Sonodyne International Ltd (1994) 15 ACSR 494 Re Terry White Group Limited (No 1) [2018] QSC 254 RXP Services Limited, in the matter of RXP Services Limited [2021] FCA 38 Seymour Whyte Ltd, in the matter of Seymour Whyte Ltd [2017] FCA 1009 Sovereign Life Assurance Co v Dodd [1892] 2 QB 573 Straits Resources Limited, in the matter of Straits Resources Limited [2010] FCA 1467 Village Roadshow Limited, in the matter of Village Roadshow Limited [2020] FCA 1669