In the matter of Domain Holdings Australia Limited

Domain Holdings Australia Limited applied to the court for orders convening a meeting of its members to consider and, if thought fit, to agree to a proposed scheme of arrangement. The application was made under section 411 of the Corporations Act 2001 (Cth). The applicants sought to restructure the company’s share capital and implement a demerger of certain of its subsidiaries. The legal issues before the court were whether the requirements to order a scheme meeting were satisfied, specifically, whether the applicants had established that the scheme was in the best interests of the company and its members.

The court considered the statutory requirements under section 411 and the relevant case law. It found that the applicants had provided sufficient evidence to demonstrate that the scheme was likely to be in the best interests of the company and its members. The court noted that the proposed scheme would provide significant benefits to the company and its members, including the ability to unlock value and provide opportunities for growth. The court also considered the independent expert’s report, which supported the conclusion that the scheme was in the best interests of the company and its members. The court was satisfied that the applicants had met the requirements to order a scheme meeting.

The court made orders convening a meeting of the company’s members to consider and, if thought fit, to agree to the proposed scheme of arrangement. The meeting was set to take place on a specified date, and the court provided directions for the conduct of the meeting and the preparation of the necessary materials. The court also made orders to protect the interests of dissenting members and to ensure that the meeting was conducted fairly and in accordance with the relevant statutory provisions.