In the matter of 3P Learning Limited

3P Learning Limited sought approval from the Court for a proposed scheme of arrangement involving the company and its shareholders. The application was brought under section 411 of the Corporations Act 2001 (Cth), which provides for the convening of a meeting of members to consider and, if thought fit, approve a scheme of arrangement or compromise. The central issue before the Court was whether the statutory requirements to order the scheme meeting were met. The Court was required to determine whether the applicant had made out the necessary preconditions, including demonstrating that the scheme had the support of at least 75% of shareholders and that the scheme was fair and reasonable in relation to the members and creditors.

The Court assessed the evidence and submissions provided by the parties, focusing on the requisite level of shareholder support and the fairness of the proposed scheme. It examined the fairness of the scheme by considering whether the terms were fair and reasonable for members and creditors, and whether the scheme was in the best interests of the company and its stakeholders. The Court found that the applicant had satisfied the necessary preconditions, including the requisite level of shareholder approval, and that the scheme was fair and reasonable. Consequently, the Court ordered the convening of a meeting of members to consider and, if thought fit, approve the scheme of arrangement.

In summary, the Court granted the application for a scheme meeting, finding that the statutory requirements were satisfied. The Court concluded that the scheme had the requisite shareholder support and was fair and reasonable for all stakeholders. The Court ordered that a meeting of members be convened to consider and, if thought fit, approve the proposed scheme of arrangement.