Citect Corporation Ltd [2006] NSWSC 143

Reported Decision : 56 ACSR 663 (2006) 24 ACLC 290

New South Wales Supreme Court

CITATION : Citect Corporation Ltd [2006] NSWSC 143

HEARING DATE(S) : 05/12/05, 30/01/06, 31/01/06, 20/02/06, 10/03/06

JUDGMENT DATE : 10 March 2006

JURISDICTION : Equity Division Corporations List

JUDGMENT OF : Barrett J

EX TEMPORE JUDGMENT DATE : 03/10/2006

DECISION : Orders under s.411(4)(b)

CATCHWORDS : CORPORATIONS - arrangements and reconstructions - Part 5.1 schemes of arrangement involving acquisition of all shares by another party and cancellation of all options - applications for approval under s.411(4)(b) - Chapter 6 off-market takeover bid launched by third party after s.411(1) orders made - procedure for incorporation of more favourable terms into proposed Part 5.1 schemes - inability of company unilaterally to alter proposed Part 5.1 schemes - 15 per cent shareholding acquired by the third party - undertaking given to Takeovers Panel prevents voting of that shareholding at scheme meeting - whether court should consider how such votes might have been exercised - evidence of third party's intentions - whether court should be influenced by possibility of further increase in third party's takeover bid

Australian Securities and Investments Commission Act 2001 (Cth), Part 10, s.201A LEGISLATION CITED : Corporations Act 2001 (Cth), Chapter 6, Part 5.1, s.411(1), 411(4), 411(17), 623, 657A Supreme Court (Corporations) Rules 1999, r 3.4

Cleary v Australian Co-operative Foods Ltd (Nos 2 and 3) (1999) 32 ACSR 701 Re Adams International Food Traders Pty Ltd (1988) 13 ACLR 586 Re Australian Energy Ltd [2006] FCA 155 CASES CITED : Re A W Allen Ltd [1930] VLR 251 Re Chevron (Sydney) Ltd [1963] VR 248 Re Minster Assets plc [1985] BCLC 200 Re Savoy Hotel Ltd [1981] Ch 351