BigAir Group Limited, in the matter of BigAir Group Limited (No 2)

BigAir Group Limited sought approval for a scheme of arrangement involving its ordinary shareholders, excluding A.C.N. 614 507 247 Pty Ltd. The Federal Court of Australia was asked to decide on the validity and fairness of the proposed scheme. The court had to consider whether the scheme met the statutory requirements under the Corporations Act 2001 and whether it was fair and equitable to all parties involved, particularly the dissenting shareholders. Additionally, the court needed to determine if the scheme could be altered to correctly identify the excluded shareholder.

The court found that the scheme substantially complied with the requirements of the Corporations Act and was fair and equitable to all shareholders. It also held that the definition of "Excluded Shareholder" in the scheme should be amended to accurately reflect the party intended to be excluded. The court determined that the plaintiff should be exempted from the requirement to lodge a copy of the scheme with the Australian Securities and Investments Commission at the same time as lodging a copy of the orders. The court's decision was based on the fairness of the scheme and the compliance with the statutory provisions.

The court approved the scheme with the specified alteration to the definition of "Excluded Shareholder". It exempted the plaintiff from a specific compliance requirement and noted that the approval would be used to qualify for an exemption from the US Securities Act of 1933 registration requirements. The court's orders reflect these findings, ensuring that the scheme is implemented in accordance with the law and with due regard for the rights of all shareholders.