Consolidated Media Holdings Limited, in the matter of Consolidated Media Holdings Limited (No 2)

Consolidated Media Holdings Limited (CMH) sought approval from the Court for a scheme of arrangement with its shareholders. The dispute centred around whether the scheme, which had been passed by a substantial majority of shareholders, met all legal requirements for approval under the Corporations Act 2001 (Cth). The Court was required to determine if the scheme meeting was properly convened and if the scheme had been approved by the requisite majority. Additionally, the Court needed to consider minor procedural issues such as an oversight in the preparation of the scheme booklet and the non-despatch of the booklet to some new shareholders.

The Court found that the scheme meeting was properly convened and that the scheme had been approved by the requisite majority of shareholders, meeting the requirements of s 411 of the Corporations Act. The omission of the date of the deed poll in the scheme booklet was deemed a minor technical oversight that did not affect the substance of the scheme. The Court also determined that the failure to send the scheme booklet to some new shareholders did not impede the approval of the scheme. The Australian Securities and Investments Commission had indicated no objection to the proposed scheme.

The Court approved the scheme with a minor amendment to the definition of "Deed Poll" to correct the date. CMH was also exempted from compliance with s 411(11) of the Corporations Act. The orders were to be entered forthwith, ensuring the scheme could proceed as planned.