Humm Group Limited, in the matter of Humm Group Limited

Humm Group Limited sought an order under section 411(1) of the Corporations Act 2001 (Cth) for the convening of a meeting of its ordinary shareholders to consider a scheme of arrangement for the distribution of shares to shareholders pursuant to a reduction of capital. The primary legal issue before the court was whether the scheme was fit for consideration by the proposed meeting, and whether the members would be properly informed as to the nature of the scheme before the scheme meeting. The court had to determine whether the scheme met the necessary criteria for approval, including whether it was likely to be approved by the court if passed by the necessary majority.

The court found that the scheme was fit for consideration by the proposed meeting. It was of such a nature and cast in such terms that, if it achieved the statutory majority at the meeting, the court would be likely to approve it on the hearing of a petition which was unopposed. The scheme would only take effect if the HCF Sale had reached completion and the Capital Return had been approved by Humm shareholders. The Explanatory Booklet, which would be sent to shareholders, included an Independent Expert Report prepared by Kroll, which expressed the opinion that the HCF Sale was fair and reasonable, and therefore in the best interests of Humm shareholders. The court accepted that it was appropriate for the scheme to be considered by Humm shareholders without the assistance of an expert opinion.

The court concluded that it was appropriate to make the orders sought by Humm, including convening a meeting of its ordinary shareholders for the purpose of considering and, if thought fit, agreeing to the scheme of arrangement. The meeting was to be held on Thursday, 23 June 2022 at 10.30am (Australian Eastern Standard time) or as soon as practicable after the conclusion or adjournment of the general meeting of Humm to be held earlier on that day, whichever is the later time. The scheme meeting was to be conducted as a hybrid meeting with the physical venue at MinterEllison, Level 40, Governor Macquarie Tower, 1 Farrer Place, Sydney and electronically through an online platform. Voting on the resolution to approve the scheme was to be conducted by way of a poll.