Re Amcom Telecommunications Limited (No 3)

Amcom Telecommunications Limited applied to the Federal Court for orders approving a scheme of arrangement involving the divestment of Vocus' shares in Amcom. The application included a request for supplementary disclosure concerning the divestment. The case involved several legal issues, including whether the court should permit the despatch of a supplementary disclosure statement, whether the scheme meeting should be reconvened, whether the notice of scheme meeting remains valid, and whether the votes of certain entities should be tagged.

The court found that the scheme meeting had been adjourned for more than a month, which required the issuance of a new notice of meeting. However, the court also had discretion under s 1319 of the Corporations Act 2001 (Cth) to make orders that would otherwise contravene the company’s Constitution. The court approved the supplementary explanatory statement and allowed the notice of meeting to remain valid. The court also deemed valid proxy forms lodged by shareholders unless revoked and exempted the plaintiff from compliance with certain procedural rules.

The court made orders approving the supplementary explanatory statement, reconvening the scheme meeting, deeming the notice of meeting to still be valid, deeming valid proxy forms lodged by shareholders unless revoked, and exempting the plaintiff from compliance with certain procedural rules. The proceeding was adjourned to 23 June 2015 for the hearing of an application to approve the scheme.