Platinum Capital Limited, in the matter of Platinum Capital Limited

The case involves Platinum Capital Limited (PC) seeking orders under section 411(1) of the Corporations Act 2001 (Cth) for convening a meeting of its shareholders to consider and, if thought fit, agree to a proposed scheme of arrangement. Ancillary orders regarding the convening, holding, and conduct of the meeting were also sought. The Federal Court was tasked with determining whether to grant these orders to facilitate the proposed scheme.

The primary legal issues revolved around whether the court should convene a meeting of PC's shareholders to consider the scheme of arrangement and whether the proposed scheme met the requirements of the Corporations Act. This included assessing the adequacy of the explanatory statement and the appropriateness of the proposed meeting procedures. The court also needed to decide if the orders sought complied with the rules of the Federal Court and whether ASIC would intervene.

The court found that the proposed scheme of arrangement was properly brought before it and that the explanatory statement provided to the shareholders was adequate. The court concluded that the proposed meeting procedures were appropriate and that the orders sought complied with the rules of the Federal Court. The court also noted that ASIC had not indicated any intention to oppose the scheme. Therefore, the court made orders convening the meeting of shareholders, approving the explanatory statement and proxy form, and setting out the procedures for the meeting.

The court further ordered that PC convene a meeting of its shareholders on 12 August 2025 to consider the scheme, with Margaret Towers or, failing her, Ian Hunter, as the chairperson. The court also directed the distribution of the explanatory statement and proxy forms to shareholders and required PC to publish an announcement regarding the scheme and meeting via the Australian Securities Exchange. The proceedings were adjourned to 15 August 2025 for the hearing of any application to approve the scheme.