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Re Altium Ltd

Re Altium Ltd

Case [2024] NSWSC 736 18 June 2024

Schemes of Arrangement

Corporate Restructuring

Corporate Meetings

Corporate Law & Governance

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Supreme Court

New South Wales

Medium Neutral Citation: In the matter of Altium Limited [2024] NSWSC 736
Hearing dates: 5 June 2024
Date of orders: 5 June 2024
Decision date: 18 June 2024
Jurisdiction: Equity - Corporations List
Before: Black J
Decision:
Order convening scheme meeting and associated orders made.

Catchwords:
CORPORATIONS – Arrangements and reconstructions – Schemes of arrangement or compromise – Application under s 411 of the Corporations Act 2001 (Cth) for orders convening meeting of members to consider and, if thought fit, to agree to proposed scheme of arrangement – Whether requirements to order scheme meeting are satisfied.

Legislation Cited:
- Corporations Act 2001 (Cth) ss 110D-110E, 411, 1319
- Supreme Court (Corporations) Rules 1999 (NSW)

Cases Cited:
- Australian Securities Commission v Marlborough Gold Mines Ltd (1993) 177 CLR 485
- F T Eastment & Sons Pty Ltd v Metal Roof Decking Supplies Pty Ltd (1977) 3 ACLR 69
- Re Arthur Yates & Co Ltd (2001) 36 ACSR 758; [2001] NSWSC 40
- Re Blackmores Ltd [2023] FCA 624
- Re Cashcard Australia Ltd (2004) 48 ACSR 738; [2004] FCA 223
- Re CSR Ltd (2010) 183 FCR 358; [2010] FCAFC 34
- Re Damstra Holdings Ltd [2024] NSWSC 284
- Re ELMO Software Pty Ltd [2023] NSWSC 12
- Re Foster’s Group Ltd (No 2) [2011] VSC 547
- Re Foundation Healthcare Ltd (2002) 42 ACSR 252; [2002] FCA 742
- Re Hills Motorway Ltd (2002) 43 ACSR 101; [2002] NSWSC 897
- Re InvoCare Ltd [2023] NSWSC 1180
- Re Isentia Group Ltd [2021] NSWSC 910
- Re Nzuri Copper Ltd (No 4) [2020] WASC 10
- Re Origin Energy Ltd [2023] NSWSC 1246
- ReResApp Health Ltd [2022] NSWSC 135
- Re Sirtex Medical Ltd [2018] FCA 1315
- Re Trust Co (Re Services) Ltd as responsible entity of VitalHarvest Freehold Trust [2021] NSWSC 108
- Re Tatts Group Ltd [2017] VSC 552
- Re TPG Telecom Ltd [2020] NSWSC 772
- Re Villa World Ltd [2019] NSWSC 1207

Category: Principal judgment
Parties: Altium Limited (Plaintiff)
Representation:
Counsel:
J Williams SC/J E Taylor (Plaintiff)
I Ahmed SC (Bidder)
Solicitors:
King & Wood Mallesons (Plaintiff)
DLA Piper (Bidder)

File Number(s): 2024/183465

Judgment

Nature of the application and background

By Originating Process filed on 17 May 2024, Altium Ltd (“Altium”) seeks an order under s 411 of the Corporations Act 2001 (Cth) (“Act”) that it convene a meeting of its shareholders to consider a proposed scheme of arrangement and associated directions.
By way of background, Altium is an Australian public company limited by shares and is listed on the Australian Securities Exchange (“ASX”). Its registered office is situated in New South Wales although its operational headquarters is in San Diego, California and it has a presence in other countries. Altium develops software that is used to design the layout of printed circuit boards and operates and maintains a cloud platform on which software engineers can collaborate…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

Continue reading Re Altium Ltd

Details

AGLC: Re Altium Ltd [2024] NSWSC 736
Case: [2024] NSWSC 736
Decision Date: 18 June 2024

CaseChat Overview and Summary

In the case of Re Altium Ltd, the respondent, Altium Limited, applied to the court under section 411 of the Corporations Act 2001 for orders convening a meeting of members to consider and, if thought fit, to agree to a proposed scheme of arrangement. The primary dispute concerned whether the conditions for ordering such a meeting, as specified in the Act, had been met.

The legal issues before the court were whether the application met the criteria set out in section 411 of the Corporations Act 2001, which includes the requirement that the court is satisfied that the applicant has made the application in good faith and that the scheme is fair and reasonable to the members and creditors of the company. Additionally, the court had to consider if the requisite number of members and the requisite value of shares had been obtained to support the application.

The court examined the application and supporting documentation and determined that the requirements of section 411 of the Corporations Act 2001 had been satisfied. It found that the application was made in good faith and that the proposed scheme was fair and reasonable to the members and creditors of Altium Limited. The requisite number of members and the requisite value of shares were also achieved, meeting the statutory criteria for convening a scheme meeting.

Consequently, the court ordered that a meeting of members be convened to consider and, if thought fit, to agree to the proposed scheme of arrangement. This decision was based on the satisfaction of the statutory conditions and the court's determination that the application was valid and in compliance with the requirements of the Corporations Act 2001.

Orders