In the matter of Intersnack Mid Co Pty Ltd

Intersnack Mid Co Pty Ltd applied to the Court under section 411 of the Corporations Act 2001 to convene meetings of members to consider and, if thought fit, to agree to proposed schemes of arrangement that would implement a corporate restructuring. The application was made by the company against its shareholders, as well as various debenture holders and note holders. The dispute arose due to disagreements over the terms and conditions of the proposed restructuring. The Court was tasked with determining whether the requirements of the Corporations Act were satisfied to order the convening of meetings for the proposed schemes.

The primary legal issue before the Court was whether the statutory criteria for ordering meetings to consider and approve schemes of arrangement were met. This involved assessing whether the applicant had provided adequate information to the Court, including details of the proposed schemes, the rights of dissenting members, and the fairness of the arrangements to various classes of members and creditors. The Court also needed to determine if the applicant had taken reasonable steps to ensure that the members and creditors were properly informed and could participate in the decision-making process.

The Court found that the applicant had adequately satisfied the requirements set out in the Corporations Act for ordering the convening of meetings. The Court noted that the applicant had provided comprehensive information about the proposed schemes, including the rights of dissenting members and the fairness to various classes of members and creditors. The Court was satisfied that the applicant had taken reasonable steps to inform the members and creditors, and that the applicant had demonstrated that the proposed schemes were in the best interests of the company and its stakeholders. Consequently, the Court ordered the convening of meetings for the members and creditors to consider and vote on the proposed schemes.

The Court's final orders included the convening of meetings for the members and creditors to consider and vote on the proposed schemes of arrangement. The Court also ordered that the applicant provide additional information to the members and creditors to ensure they were fully informed about the implications of the proposed schemes. The Court's decision was that the statutory requirements for ordering scheme meetings were satisfied, allowing the corporate restructuring to proceed as proposed.