Midway Limited, in the matter of Midway Limited

Midway Limited applied to the Federal Court of Australia for approval of a scheme of arrangement. The application was pursuant to section 411 of the Corporations Act 2001 (Cth). The scheme was intended to restructure the company's capital and alter the rights of the shareholders. The legal issues before the Court were whether the statutory prerequisites for approving the scheme were satisfied, and whether the Court should exercise its discretion to approve the scheme. The Court needed to determine if the scheme meeting was properly convened and conducted, if all statutory and procedural requirements were met, and if the scheme was fair and reasonable.

The Court reviewed the statutory and procedural requirements for approving a scheme, considering that the shareholders were generally the best judges of the scheme's commercial advantage. The Court recognised that, absent good reason, it would give effect to the shareholders' intentions as evidenced by their voting at the scheme meeting. The Court assessed the fairness and reasonableness of the scheme, the adequacy of disclosure to shareholders, and whether the scheme was proposed in good faith and for proper purposes. It was also necessary to consider whether the scheme was proposed to avoid Chapter 6 of the Corporations Act. The Court was satisfied that all statutory and procedural requirements had been met, and that the scheme was fair and reasonable.

In light of the evidence and submissions, the Court exercised its discretion to approve the scheme. The Court found that the scheme met all statutory and procedural requirements, and that the shareholders had approved it in good faith and for proper purposes. The Court was satisfied that the scheme was fair and reasonable and that there was no suggestion of oppression of any minority. The Court also found that the scheme was not proposed to avoid Chapter 6 of the Corporations Act.

The Court approved the scheme of arrangement and exempted Midway Limited from compliance with section 411(11) of the Corporations Act 2001 (Cth) in respect of the scheme. The Court's approval was pursuant to section 411(4)(b) of the Corporations Act, and the exemption from compliance with section 411(11) was pursuant to section 411(12) of the Corporations Act. The Court's orders were entered in accordance with Rule 39.32 of the Federal Court Rules 2011.