In the matter of Cirrus Networks Holdings Ltd (No 2) [2023] NSWSC 1436

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Cirrus Networks Holdings Ltd (No 2) [2023] NSWSC 1436 Hearing dates: 24 November 2023 Date of orders: 24 November 2023 Decision date: 24 November 2023 Jurisdiction: Equity - Corporations List Before: Gleeson J Decision: (1) Pursuant to s 411(4)(b) and (6) of the Corporations Act 2001 (Cth) (the Act), the scheme of arrangement (Scheme) between the plaintiff and holders of fully paid ordinary shares in the capital of the plaintiff (other than Atturra Holdings Pty Ltd ACN 132 368 104) the terms of which were set out in Annexure C to the Scheme Booklet marked as Exhibit 1 on 17 October 2023 be approved subject to the following alterations to the Scheme: (a) the references to "clause 6.4" in the definitions in cl 1 of "Cash Consideration", "Election" and "Share Consideration" be amended to refer to "clause 6.6"; (b) the reference in clause 6.6(c) to "clause 6.4(j)" be amended to "clause 6.6(j)"; (c) the reference in clause 6.6(h) to "clauses 6.4(i) and 6.4(j)" be amended to "clauses 6.6(i) and 6.6(j)"; (d) the reference in clause 6.6(j) to "clause 6.4(c)" be amended to "clause 6.6(c)"; (e) in clause 6.7(b), add the words "or clause 6.6" after the words "clause 6.5"; (f) the reference in clause 6.8(a) to "clause 6.4, 6.5" be amended to "clause 6.4, 6.5, 6.6"; and (g) the reference in clause 6.11(b) to "clause 6.5" be amended to "clause 6.11". (2) Pursuant to s 411(12) of the Act, the plaintiff be exempted from compliance with s 411(11) of the Act in relation to the Scheme. (3) These orders be entered forthwith. Catchwords: CORPORATIONS – Scheme of arrangement – transfer scheme – application for approval – minor non-compliance with convening order in giving of notice of meeting – procedural irregularity validated by Corporations Act, s 1322(2) – amendments to scheme sought to correct cross-referencing errors Legislation Cited: Corporations Act 2001 (Cth), ss 411, 412, 1322 Supreme Court (Corporations) Rules 1999 (NSW), r 3.4 Cases Cited: Re Independent Practitioner Network (No 2) [2008] FCA 1593 Re InvestorInfo Ltd [2005] FCA 1848 Re Seven Network Limited (No 3) [2010] FCA 400; (2010) 77 ACSR 701 Re Toll Holdings (No 2) [2015] VSC 236 SGIC Insurance Ltd v Insurance Australia Ltd [2004] FCA 1638 Category: Principal judgment Parties: Cirrus Networks Holdings Limited (Plaintiff) Atturra Holdings Pty Ltd (Bidder) and Atturra Ltd (Interested parties) Representation: Counsel: J Williams SC (Plaintiff) J C Giles SC (Bidder and Atturra Ltd) (Interested parties)