Re Amcom Telecommunications Ltd (No 2)

This case involves an application by Amcom Telecommunications Ltd for orders to dispatch supplementary disclosure material to its shareholders. The dispute concerns the approval of a scheme of arrangement, and the matter was heard by the Federal Court of Australia. The central issue before the court was whether supplementary disclosure should be provided to shareholders regarding a significant transaction, and if so, what form this disclosure should take and when it should be delivered.

The court considered the need for adequate disclosure to shareholders, especially in light of new information that had emerged after the initial explanatory statement was sent. The court acknowledged the importance of ensuring shareholders are informed of material information that could impact their voting decisions. The court examined the balance between providing enough information for shareholders to make informed decisions and avoiding overburdening them with excessive detail. The court noted that the Australian Securities and Investments Commission (ASIC) generally requires target shareholders to have at least 10 days to consider any supplementary information. The court also recognised that the complexity of the supplementary information and its significance were factors in determining the appropriate timing and content of the disclosure.

The court concluded that the supplementary disclosure was necessary and should be provided in a straightforward manner. The court found that the supplementary disclosure should be sent to shareholders at least 10 days before the scheme meeting, in line with ASIC guidance. The court approved the form of the supplementary explanatory statement and ordered it to be dispatched to shareholders by a specific date. The court also directed that the proceeding remain stood over until a later date for the hearing of any application to approve the scheme of arrangement.

The court made several orders to facilitate the scheme of arrangement. Valid proxy forms were deemed to remain valid unless revoked, and shareholders who voted in favour of the scheme were deemed to have voted in favour of the resolutions at the scheme meeting. The court approved the supplementary explanatory statement for dispatch to shareholders and specified the manner and timing of the despatch. The proceeding was stood over to allow for the hearing of any application to approve the scheme of arrangement.