Re Facilitate Digital Holdings Limited

Facilitate Digital Holdings Limited applied to the Court for an order convening a meeting of its shareholders to consider a proposed scheme of arrangement. The proposed arrangement involved the applicant obtaining shares in another company, Adslot Limited, in exchange for Adslot transferring shares to Facilitate. The application was brought under the Corporations Act 2001, specifically section 411(2), which allows the Court to order a meeting of the company’s shareholders if it is satisfied that the applicant has made the necessary application and provided the required information.

The primary legal issue before the Court was whether it should order a meeting of the applicant company’s shareholders to consider the proposed scheme of arrangement. In determining this, the Court needed to consider whether the applicant had complied with the procedural requirements of the Corporations Act and whether the necessary information had been provided to the shareholders to enable them to make an informed decision. Additionally, the Court had to consider the fairness of the proposed scheme to the shareholders and whether the explanatory statement provided sufficient information to enable the shareholders to understand the arrangement and its implications.

In deciding the matter, the Court found that the applicant had complied with the procedural requirements and provided the necessary information to the shareholders. The Court was satisfied that the explanatory statement, subject to certain amendments, provided sufficient information for the shareholders to make an informed decision. The Court also found that the proposed scheme was fair and reasonable to the shareholders. Consequently, the Court ordered the convening of a meeting of the applicant’s shareholders to consider the proposed scheme of arrangement, subject to the conditions outlined in the orders.

The Court further ordered that the explanatory statement be published with the meeting notice, subject to certain amendments, to ensure that the shareholders had access to the most accurate and up-to-date information. The Court also directed that a statement be included in the explanatory statement explaining the differences between the share price used in the explanatory statement and that used in the Independent Expert’s Report. Finally, the Court abridged time to allow the matter to proceed on the day of the hearing.