Over the Wire Holdings Limited, in the matter of Over the Wire Holdings Limited

In the matter of Over the Wire Holdings Limited, the plaintiff sought a court order to convene a meeting of members to consider and vote on a proposed scheme of arrangement. The scheme involved Aussie Broadband Limited acquiring all shares in Over the Wire Holdings, with shareholders given options for receiving consideration in cash, scrip, or a mix of both. The dispute centred on whether the court should grant the application under sections 411 and 1319 of the Corporations Act, allowing the scheme meeting to proceed.

The key legal issues the court had to decide included whether the application met the statutory requirements under the Act and if the scheme was fair and reasonable for the members. The court also needed to consider whether appropriate disclosure had been made regarding the potential appointment of an existing director of Over the Wire Holdings as a director of Aussie Broadband Limited.

The court found that the plaintiff had sufficiently demonstrated the need for the meeting and the compliance with statutory requirements. The independent expert’s report concluded that the scheme was fair and reasonable, and the court was satisfied that adequate disclosure had been made concerning the potential director appointment. As a result, the court granted the application, allowing the scheme meeting to be convened and the scheme booklet to be distributed to the members.

The final orders included convening the scheme meeting on a specified date and time, allowing for virtual attendance, and directing the distribution of the scheme booklet to members, either electronically or by post if requested. The meeting was to be chaired by a nominated director, and the resolution to approve the scheme was to be decided by a poll. The proceeding was stood over to allow for any applications to approve the scheme to be heard.