Re Ecosave Holdings Limited

The plaintiff, Ecosave Holdings Limited, sought orders to convene meetings of its members and optionholders to consider two schemes of arrangement. The primary aim of these schemes is to redomicilize the plaintiff by transferring its operations to a Delaware corporation, Ecosave Holdings Inc, which would then become the holding company of the plaintiff and the ultimate holding company of all other entities in the group. The court was tasked with determining whether the explanatory statement, which forms part of the scheme booklet, was suitable for distribution to the members and optionholders. Additionally, it had to decide if the plaintiff was required to convene meetings of its members and optionholders to consider the proposed schemes and whether it should approve the convening of those meetings.

The court considered that the explanatory statement provided sufficient information for members and optionholders to make an informed decision about the schemes. The statement included details on the taxation consequences, differences in legislation between the plaintiff and Ecosave Holdings Inc, and the advantages and disadvantages of the schemes. The plaintiff had also executed Bidder Share Deed Poll and Bidder Option Deed Poll in favour of members and optionholders respectively, which were verified by a director of the plaintiff. Furthermore, the Australian Securities and Investments Commission (ASIC) had granted certain exemptions and confirmed that the requirements of the relevant sections of the Corporations Act 2001 (Cth) had been met. ASIC did not oppose the making of orders convening the scheme meetings. The court found that the plaintiff was a Part 5.1 body and that the formal requirements for convening the meetings had been satisfied. It was also satisfied that the schemes were likely to be approved if they received the requisite majority at the meetings.

The court approved the explanatory statement for distribution and ordered the plaintiff to convene meetings of its members and optionholders to consider the share and option schemes. The meetings were scheduled for 6 November 2015, with specific start times and locations. The court also ordered that Robin Archibald, or his alternate, should chair the meetings and have the power to adjourn them. Additionally, the court made orders regarding the conduct of the meetings, the dispatch of the scheme booklet and related documents, the time by which proxy forms had to be returned, and the notice of any relisting for orders approving the schemes. The proceeding was adjourned to 27 November 2015 for the hearing of any application to approve the schemes.