iSelect Limited, in the matter of iSelect Limited

iSelect Limited, the plaintiff, applied for orders to convene a meeting of its shareholders to consider a proposed scheme of arrangement with another entity. The application was heard in the Federal Court of Australia, where the Court was tasked with determining whether to grant the orders sought under section 411(1) of the Corporations Act 2001 (Cth). The primary legal issue before the Court was whether iSelect had satisfied the threshold requirements under the Corporations Act for convening a shareholders' meeting to consider the proposed scheme of arrangement.

The Court considered the evidence provided by iSelect, including affidavits from iSelect's solicitors, directors, and an independent expert, as well as the lodgement of the draft Scheme Booklet with ASIC and the subsequent amendment following ASIC's comments. The Court examined whether the proposed scheme was of a nature that it would likely be approved by the Court at the second court hearing. The Court concluded that iSelect had met the threshold requirements, finding that the proposed scheme was likely to be approved and that convening the meeting was in the best interests of the company and its shareholders.

Accordingly, the Court made orders convening the Scheme Meeting of iSelect's shareholders, directing the manner of convening the meeting and the dispatch of the necessary documents to shareholders, and setting out the arrangements for the conduct of the meeting, including the method of voting and the appointment of a chairperson. The Court also dispensed with certain procedural requirements to facilitate the timely convening of the meeting and directed that the further hearing of the originating process be adjourned to a later date. These orders enabled iSelect to proceed with the proposed scheme of arrangement in accordance with the Corporations Act.