Re DuluxGroup Ltd

DuluxGroup Limited sought an order convening a meeting of its shareholders to consider and vote on a proposed scheme of arrangement under section 411 of the Corporations Act 2001 (Cth). The scheme involves the transfer of all DuluxGroup shares to Nippon Paint in exchange for a cash payment of $9.80 per share, less the amount of any dividends paid. The court was required to determine whether to approve the explanatory statement accompanying the scheme, which is a document that explains the scheme to the shareholders and is a requirement under section 412 of the Act. The court also had to decide whether to make an order convening the meeting of shareholders to consider the scheme.

The court held that it was appropriate to make the orders sought by DuluxGroup. The court noted that the scheme had been reviewed by the Australian Securities and Investments Commission, which had provided a preliminary no objection letter. The court also noted that an independent expert had opined that the scheme was fair and reasonable and in the best interests of the shareholders. The court was satisfied that the scheme was of such a nature and cast in such terms that, if it achieved the statutory majorities at the scheme meeting, the court would be likely to approve it. The court held that it was appropriate to make the orders sought by DuluxGroup convening the meeting of shareholders to consider the scheme.

The court made orders convening the meeting of DuluxGroup shareholders to consider and vote on the scheme. The meeting was to be held on 31 July 2019. The court also made orders dispensing with certain procedural requirements and setting the date for the hearing of any application to approve the scheme. The court held that the scheme, if considered and adopted by the members of DuluxGroup, was of such a nature that it would be likely to be approved by the court at the second hearing. Accordingly, it was appropriate to make the orders sought convening the meeting.