Re Ellerston Global Investments Ltd

The application was brought by Ellerston Global Investments Ltd, seeking orders to convene a meeting of its members to consider and approve a proposed scheme of arrangement. The primary issue was whether the requirements under section 411 of the Corporations Act 2001 for convening a meeting were met. The application was opposed by certain shareholders, who raised concerns regarding the performance risk associated with the scheme, particularly in relation to the transfer of consideration to a custodian for shareholders who had not yet provided KYC information at the time of implementation.

The court considered whether the company had satisfied the prerequisites for convening the meeting, including demonstrating that the scheme was in the best interests of the company. A key issue was the handling of shareholders who had not yet provided KYC information by the implementation date. The court needed to determine whether this arrangement was fair and reasonable, given the risk of performance issues. The court also examined whether the company had adequately addressed the concerns of dissenting shareholders and whether the scheme provided a reasonable balance of benefits and risks.

In its decision, the court found that the requirements for convening a meeting under section 411 were met. The court considered the overall fairness of the scheme, noting the company's efforts to ensure that the interests of all shareholders were adequately protected. While acknowledging the performance risk, the court was satisfied that the company had taken reasonable steps to mitigate this risk, particularly by transferring consideration to a custodian. The court held that the scheme was in the best interests of the company and approved the convening of the meeting. The final orders of the court were that the meeting of members be convened to consider and, if thought fit, approve the proposed scheme of arrangement.