PR Finance Group Limited, in the matter of PR Finance Group Limited (No 3)

The case involved PR Finance Group Limited seeking court orders to convene a ratification meeting to approve a scheme of arrangement under which Keybridge Capital Limited would acquire all of PR Finance Group Limited's issued capital. The application arose after Jacobson J declined to approve the scheme due to a failure to provide audited financial accounts to shareholders before the scheme meeting. The court had to decide whether it had the power under s 1319 of the Corporations Act to give directions for a ratification meeting to be held, even though the original scheme meeting had already occurred and a scheme approval resolution had been passed. The court also had to determine whether such orders would be "consequential" or "ancillary" to the original scheme meeting.

The court found that s 1319 did extend to enabling the court to give directions in these circumstances. The power under s 1319 was considered "consequential" and "possibly ancillary" to the original scheme meeting, as the ratification meeting was necessary to give effect to the purpose of the scheme approval resolution which was rendered defective due to inadequate information. The court accepted that it was desirable for the ratification meeting to be held under the court's supervision, as envisaged by the Corporations Act, rather than being convened by the company itself. The orders sought by PR Finance Group Limited were therefore made.