Palladium Holdings Pty Limited, in the matter of Palladium Holdings Pty Limited

The Federal Court was asked to make orders under sections 411(1) and 1319 of the Corporations Act 2001 (Cth) to convene a meeting of the shareholders of Palladium Holdings Pty Limited, an Australian company, to consider a proposed scheme of arrangement. The proposed scheme would see Palladium acquired by Palladium Global Holdings Inc, a company controlled by Global Infrastructure Solutions Inc. The court was required to decide whether the orders sought were appropriate and whether the meeting would be conducted fairly and in accordance with the law.

The court found that the orders sought were appropriate and would facilitate a fair and orderly process for the shareholders to consider and vote on the proposed scheme. The court considered the various documents and evidence provided, including the scheme booklet, the Scheme Implementation Agreement, and expert reports. The court was satisfied that the process would be fair and that the shareholders would have sufficient information to make an informed decision. The court also found that the orders were in accordance with the requirements of the Corporations Act.

The court made orders convening a meeting of Palladium shareholders to consider the proposed scheme. The orders included provisions for the distribution of the scheme booklet, the conduct of the meeting, and the voting process. The meeting was scheduled to take place on 6 May 2022, and the court adjourned the proceeding to 16 May 2022 for the hearing of the application to approve the scheme.

The final orders of the court included provisions for the convening of the shareholder meeting, the distribution of the scheme booklet, the conduct of the meeting, and the voting process. The court also made orders relieving Palladium from certain procedural requirements and providing for the publication of a notice of the hearing of the application in The Australian newspaper. The court gave Palladium liberty to apply for further orders if necessary.