Decimal Software Limited, in the matter of Decimal Software Limited

In the case of Decimal Software Limited, in the matter of Decimal Software Limited, the Court was asked to approve a proposed scheme of arrangement for the company. The scheme involved a cash transfer arrangement with the company's intended acquirer, which had provided unsecured loan facilities to the company. The Court's role was to determine whether the necessary requirements under the Corporations Act 2001 (Cth) had been met for the convening of a meeting to consider and potentially approve the scheme.

The key legal issue before the Court was whether the applicant had properly complied with the procedural requirements set out in the Corporations Act for convening a meeting to consider the scheme. This included whether proper notice had been given to the Australian Securities and Investments Commission (ASIC) and whether ASIC had any objections to the scheme. The Court also had to consider whether the explanatory statement accompanying the scheme was adequate and whether the scheme itself was fair and reasonable to the company's shareholders.

The Court found that proper notice had been given to ASIC and that ASIC had no intention to intervene or oppose the scheme. The Court was satisfied that the explanatory statement was adequate and that the scheme was fair and reasonable to the shareholders. The Court concluded that all procedural requirements had been met and that it was appropriate to make the orders sought by the company, including convening the meeting, approving the explanatory statement, and setting out the procedure for the meeting.

The Court made orders convening the meeting, approving the explanatory statement, and setting out the procedure for the meeting, including the appointment of a chairperson, voting requirements, and dispatch of the scheme booklet and proxy forms to shareholders. The Court also set a date for the hearing of the application for approval of the scheme.