Re DDH1 Ltd

DDH1 Limited applied to the Federal Court for an order convening a meeting of its shareholders to consider a proposed scheme of arrangement under section 411(1) of the Corporations Act 2001 (Cth). The key legal issues the Court needed to decide were whether the scheme was adequately disclosed to shareholders, whether the scheme could be carried into effect, and whether the proposed arrangements for convening the meeting were appropriate. The Court considered the detailed disclosure provided to shareholders, including information on the adjustment mechanisms, the performance risk, and the ability of the scheme to be carried into effect. It also examined the arrangements for convening the meeting, which included both physical and electronic components, and the provision of hard copy materials where required by law. Based on the comprehensive disclosure and the appropriateness of the convening arrangements, the Court exercised its discretion in favour of ordering that a meeting be convened.

The Court made several orders to facilitate the convening and conduct of the meeting. These included ordering the convening of the meeting on 18 September 2023, approving the scheme booklet for distribution to shareholders subject to certain amendments, and setting out the arrangements for the meeting, including the notice to be given and the voting procedures. The Court also ordered that the meeting be convened using the proposed notice, held at the specified location, and conducted in accordance with the Corporations Act and the company’s constitution. Additionally, the Court ordered that the board of directors have the power to approve announcements regarding corrections or changes to the meeting arrangements. The orders also included detailed provisions for the despatch of the scheme booklet to shareholders and the methods for giving notice of the meeting. Finally, the Court set a deadline for the return of proxy forms and adjourned the proceeding for the hearing of the application to approve the scheme.