In the matter of CIC Australia Limited [2015] NSWSC 557

Supreme Court New South Wales

Medium Neutral Citation: In the matter of CIC Australia Limited [2015] NSWSC 557 Hearing dates: 1 April 2015 Date of orders: 01 April 2015 Decision date: 01 April 2015 Jurisdiction: Equity Division - Corporations List Before: Brereton J Decision: Orders made for a convening of a shareholders' meeting to consider the proposed scheme of arrangement. Catchwords: CORPORATIONS – arrangements and reconstructions – schemes of arrangement or compromise – order for convening of meeting of certain shareholders to consider proposed scheme of arrangement – whether Court would likely approach the scheme on hearing of application if unopposed – whether any fundamental objection which would likely prejudice approval at second shareholders' meeting – "fairness/reasonableness" distinction – where scheme is reasonable though not fair – appropriateness of premium on acquisition of minority shares – satisfaction of pre-conditions to approval of proposed scheme. Legislation Cited: (Cth) Corporations Act 2001, s 257A, s 257B, s 257D, s 411(1), Pt 2J.1 Div 2 (Cth) Corporations Regulations 2001, reg 5.6.13 (NSW) Supreme Court (Corporations) Rules 1999, r 2.15, r 3.4 Cases Cited: GRD Ltd, In the matter of GRD Ltd [2009] FCA 1595 Re Cytopia Ltd [2009] VSC 560 Re Rancoo Limited (1995) 17 ACSR 206 Village Roadshow Ltd v Boswell Film GmbH (2004) 8 VR 38 Zenyth Therapeutics Limited v Smith [2006] VSC 436; (2006) 60 ACSR 548 Texts Cited: ASIC Regulatory Guide 111 - Content of Expert Reports Category: Principal judgment Parties: CIC Australia Ltd ACN 003 157 515 (plaintiff) Representation: Counsel: I Jackman SC w R M Foreman (plaintiff)