Mainstream Group Holdings Limited, in the matter of Mainstream Group Holdings Limited (Scheme Meeting Orders)

[2021] FCA 1163

FEDERAL COURT OF AUSTRALIA

Mainstream Group Holdings Limited, in the matter of Mainstream Group Holdings Limited (Scheme Meeting Orders) [2021] FCA 1163  

File number:	NSD 271 of 2021
Judgment of:	PERRAM J
Date of judgment:	24 September 2021
Catchwords:	CORPORATIONS – members’ scheme of arrangement – interlocutory application for orders affecting scheme meeting
Legislation:	Corporations Act 2001 (Cth) ss 411, 1319
Cases cited:	Mainstream Group Holdings Limited, in the matter of Mainstream Group Holdings Limited (First Scheme Hearing) [2021] FCA 948
Division:	General Division
Registry:	New South Wales
National Practice Area:	Commercial and Corporations
Sub-area:	Corporations and Corporate Insolvency
Number of paragraphs:	3
Date of hearing:	24 September 2021
Counsel for the Plaintiff:	Dr R P Austin with Mr B J May
Solicitor for the Plaintiff:	Maddocks Lawyers

ORDERS

NSD 271 of 2021

IN THE MATTER OF MAINSTREAM GROUP HOLDINGS LIMITED

MAINSTREAM GROUP HOLDINGS LIMITED

Plaintiff

ORDER MADE BY:	PERRAM J
DATE OF ORDER:	24 SEPTEMBER 2021

THE COURT ORDERS THAT:

1.Pursuant to sections 411(4)(a)(ii)(A) and 1319 of the Corporations Act 2001 (Cth) (Act), Scheme Shareholders lodging direct votes prior to the Scheme Meeting scheduled to be held at 10:30 am (AEST) on 6 October 2021 pursuant to Order 1 of the orders made on 4 August 2021 (Convening Orders) are to be counted as “present” at the Scheme Meeting for the purposes of s 411(4)(a)(ii)(A) of the Act.

2.Pursuant to sections 411(1) and 1319 of the Act, the Plaintiff's compliance with Order 3(a)(ii) of the Convening Orders is sufficient notwithstanding that the proxy forms there referred to were not personalised.

3.Pursuant to sections 411(1) and 1319 of the Act, participation of the Scheme Shareholders at the Scheme Meeting is to be conducted in the manner described in the affidavit of Oliver Bampfield affirmed on 22 September 2021.

4.Order 11 of the Convening Orders is amended by substituting 8 October 2021 for 16 September 2021.

5.The Plaintiff has liberty to apply upon giving 24 hours' notice to ASIC.

6.Pursuant to rule 39.34 of the Federal Court Rules 2011 (Cth), these orders are entered forthwith.

Note:   Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

REASONS FOR JUDGMENT

PERRAM J:

1. A meeting of the shareholders of Mainstream Group Holdings Limited (‘Mainstream’) is to be held at 10.30 am on 6 October 2021.  It has been convened by orders made by this Court on 4 August 2021: Mainstream Group Holdings Limited, in the matter of Mainstream Group Holdings Limited (First Scheme Hearing) [2021] FCA 948. The meeting is to consider a proposed scheme of arrangement under which all the ordinary shares in Mainstream will be acquired by Apex Fund Holdings Australia Pty Limited for $2.80 per share. At the time the Court convened the meeting, it also made extensive directions regulating, broadly speaking, the provision of information to shareholders about the proposal and the conduct of the meeting itself.

2. Mainstream now seeks four adjustments to these orders.  First, it seeks an order that would permit shareholders who lodge direct votes prior to the meeting to count as being present at the meeting.  Secondly, it seeks to be relieved of the obligation to personalise the proxy forms distributed by email and to leave it instead to each relevant shareholder to complete the entirety of the proxy form on their own.  Thirdly, it seeks to adjust the manner in which shareholders may ask questions at the meeting by replacing a regime in which shareholders were only able to type their questions which were then to be displayed and read out by the Chairperson with a new regime whereby shareholders will actually be able to address the virtual meeting (it being noted that this scheme of arrangement has been pursued during the pendency of the COVID-19 pandemic).  Fourthly, it seeks to change the date upon which a newspaper advertisement is to be published from 16 September 2021 to 8 October 2021, to correspond with an antecedent change to the date of the scheme meeting.

3. I am satisfied that the Court has the power under ss 411 and 1319 of the Corporations Act 2001 (Cth) to make all of these orders and that they should be made. It was for that reason that I made the orders that I did on 24 September 2021.

I certify that the preceding three (3) numbered paragraphs are a true copy of the Reasons for Judgment of the Honourable Justice Perram.

Associate:

Dated:       24 September 2021