Re 5G Networks Limited

5G Networks Limited (5GN) sought approval of the Federal Court for a scheme of arrangement involving a reverse takeover. The Court was asked to convene a meeting of shareholders to consider and vote on the scheme. Various legal issues were considered, including the need for separate classes, the tagging of votes, and the impact of ineligible foreign shareholders. The Court was also asked to consider the potential performance risk and the reimbursement fee associated with the scheme. Ultimately, the Court concluded that the scheme was likely to be approved if it achieved the necessary statutory majorities. The Court found that the scheme was in a conventional form for an acquisition scheme in the nature of a reverse takeover and that there was no reason why it would not be approved by the Court at the second hearing. The Court also noted that the scheme booklet met all statutory requirements and that an independent expert's analysis of the scheme would be provided to shareholders. The Court made orders under sections 411 and 1319 of the Corporations Act 2001 (Cth) to convene a meeting of shareholders to consider and vote on the scheme. The meeting is to be held electronically on 8 November 2021, and shareholders are to receive notice and materials in accordance with the Court's orders. The Court also made orders to allow for the tagging of votes and to address the impact of ineligible foreign shareholders. The Court found that the scheme was likely to be approved if it achieved the necessary statutory majorities and that the potential performance risk and reimbursement fee did not prevent approval. The Court concluded that the scheme was in the best interests of 5GN and its shareholders.

The Court made orders under sections 411 and 1319 of the Corporations Act 2001 (Cth) to convene a meeting of shareholders to consider and vote on the scheme. The meeting is to be held electronically on 8 November 2021, and shareholders are to receive notice and materials in accordance with the Court's orders. The Court also made orders to allow for the tagging of votes and to address the impact of ineligible foreign shareholders. The Court found that the scheme was likely to be approved if it achieved the necessary statutory majorities and that the potential performance risk and reimbursement fee did not prevent approval. The Court concluded that the scheme was in the best interests of 5GN and its shareholders. The Court's orders provide for the convening of the shareholder meeting, the provision of notice and materials to shareholders, and the conduct of the meeting. The Court also made orders to allow for the tagging of votes and to address the impact of ineligible foreign shareholders. The Court's orders ensure that the scheme meeting is conducted in a fair and transparent manner and that all shareholders have the opportunity to participate in the decision-making process.