FEDERAL COURT OF AUSTRALIA
Decimal Software Limited, in the matter of Decimal Software Limited (No 2) [2018] FCA 2040
File number: WAD 464 of 2018 Judge: BANKS-SMITH J Date of judgment: 13 December 2018 Date of publication of reasons: 17 December 2018 Catchwords: CORPORATIONS - application to approve scheme of arrangement under s 411(4)(b) of the Corporations Act 2001 (Cth) - where low voter turnout - where statutory majorities met - application for orders granted Legislation: Corporations Act 2001 (Cth) s 411, Chapter 6 Cases cited: David Jones Limited, in the matter of David Jones Limited (No 3) [2014] FCA 753
Decimal Software Limited, in the matter of Decimal Software Limited [2018] FCA 1647
Re Osiris Insurance Ltd [1999] 1 BCLC 665
Seven Network Limited, in the matter of Seven Network Limited (No 3) [2010] FCA 400; (2010) 267 ALR 583
TriAusMin Limited, in the matter of TriAusMin Limited (No 2) [2014] FCA 833
Date of hearing: 13 December 2018 Registry: Western Australia Division: General Division National Practice Area: Commercial and Corporations Sub-area: Corporations and Corporate Insolvency Category: Catchwords Number of paragraphs: 34 Counsel for the Plaintiff: Mr AJ Papamatheos Solicitor for the Plaintiff: Corrs Chambers Westgarth Counsel for the Interested Party: Mr JY Wang Solicitor for the Interested Party: King & Wood Mallesons ORDERS
WAD 464 of 2018 IN THE MATTER OF DECIMAL SOFTWARE LIMITED (ACN 009 235 956)
DECIMAL SOFTWARE LIMITED
Plaintiff
SARGON CAPITAL PTY LTD (ACN 608 799 873)
Interested Party
JUDGE:
BANKS-SMITH J
DATE OF ORDER:
13 DECEMBER 2018
THE COURT ORDERS THAT:
1.Pursuant to s 411 of the Corporations Act 2001 (Cth) (Act), the scheme of arrangement between the plaintiff and its members, being the document at pages 122 to 138 in Annexure 'SYB-1' of the affidavit of Sonia Yvonne Breen affirmed on 3 December 2018, is approved.
2.Pursuant to s 411(12) of the Act, the plaintiff is exempted from compliance with s 411(11) of the Act, in relation to the scheme of arrangement referred to in order 1.
3.The plaintiff is to lodge an office copy of these orders with the Australian Securities and Investments Commission as soon as practicable.
Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.
REASONS FOR JUDGMENT
BANKS-SMITH J:
On 30 October 2018 I made orders approving the convening of a meeting of shareholders for the purpose of considering a scheme of arrangement and approving the distribution of a scheme booklet: Decimal Software Limited, in the matter of Decimal Software Limited [2018] FCA 1647.
The scheme meeting was held on 6 December 2018 and the members agreed to the scheme by the requisite statutory majorities.
Accordingly, on 13 December 2018 Decimal sought approval of the scheme and I made orders on that date. These are my reasons.
Nature of scheme
As summarised in my previous reasons, Decimal is a public company with shares listed on the Australian Securities Exchange (ASX). It operates a cloud‑based digital…
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- AGLC
- Re Decimal Software Limited [No 2] [2018] FCA 2040
- Case
- [2018] FCA 2040
- Decision Date
CaseChat Overview and Summary
The court was tasked with determining whether the scheme of arrangement should be approved despite the low turnout. Key legal issues included whether the statutory majorities were validly achieved and whether the low turnout warranted a departure from the usual requirements. Additionally, the court considered whether the Australian Securities and Investments Commission (ASIC) had any objections to the scheme.
In reaching its decision, the court noted that although the voter turnout was low, the statutory majorities were achieved and ASIC had provided its 'no objection' letter. The court found that the statutory requirements had been met and that there were no objections from ASIC. Therefore, the court concluded that the scheme should be approved. The court made orders approving the scheme, exempting the plaintiff from certain compliance requirements, and directing the plaintiff to lodge a copy of the orders with ASIC.
The final orders included approval of the scheme of arrangement, exemption from compliance with certain sections of the Act, and a direction for the plaintiff to lodge an office copy of the orders with ASIC. These orders were made pursuant to the relevant sections of the Corporations Act and the Federal Court Rules 2011.
Orders
Orders of the court
1. Pursuant to s 411 of the Corporations Act 2001 (Cth) (Act), the scheme of arrangement between the plaintiff and its members, being the document at pages 122 to 138 in Annexure 'SYB-1' of the affidavit of Sonia Yvonne Breen affirmed on 3 December 2018, is approved.
2. Pursuant to s 411(12) of the Act, the plaintiff is exempted from compliance with s 411(11) of the Act, in relation to the scheme of arrangement referred to in order 1.
3. The plaintiff is to lodge an office copy of these orders with the Australian Securities and Investments Commission as soon as practicable.
Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.
Background
Background to the litigation
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Evidence
Evidence Before The Court
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Decision
Reasons for decision
Ratio Decidendi
Legal Principle Established
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