In the matter of Ainsworth Game Technology Ltd

Ainsworth Game Technology Ltd applied to the court for orders convening a meeting of its members to consider a proposed scheme of arrangement. The scheme aimed to restructure the company and was being opposed by certain minority shareholders. The court was tasked with determining whether the requirements to order a scheme meeting were satisfied and whether the scheme booklet should be amended prior to being sent to shareholders.

The primary legal issue before the court was whether Ainsworth Game Technology Ltd had met the statutory requirements under section 411 of the Corporations Act 2001 (Cth) to convene a meeting of its members. This involved examining the adequacy of the scheme booklet provided to shareholders, ensuring it contained all necessary information as per the statutory requirements. Additionally, the court had to assess whether the scheme was fair and reasonable to all shareholders, including minority shareholders.

The court found that Ainsworth Game Technology Ltd had satisfied the requirements to convene a meeting of its members. The scheme booklet was deemed adequate, although it recommended minor amendments to enhance clarity and ensure compliance with statutory obligations. The court concluded that the scheme was fair and reasonable to all shareholders, including the objecting minority shareholders, and thus ordered the convening of the meeting. The scheme was to proceed as proposed, subject to the minor amendments being made to the scheme booklet before it was despatched to shareholders.