Re Health House International Limited

Health House International Limited (Health House), an Australian public company listed on the Australian Securities Exchange, sought orders convening a meeting of its members to consider a proposed scheme of arrangement with Creso Pharma Limited (Creso). Health House and Creso entered into a Scheme Implementation Deed, under which each shareholder would receive one fully paid ordinary share in Creso and 0.25 of a fully paid option in Creso for approximately every 2.9 fully paid shares held in Health House. If the Scheme is implemented, Health House will become a wholly owned subsidiary of Creso. Hill J heard the application on 21 and 22 March 2023. The court found that the formal requirements for convening a scheme meeting under s 411(1) of the Corporations Act 2001 were satisfied. The court also found that the proposed scheme was of a nature that, if it received the necessary statutory majority at the scheme meeting, the court would be likely to approve it. The court was satisfied that there would be proper disclosure as to the effect of the proposed Scheme and the material considerations for shareholders of Health House. The court found that the proposed scheme was fit for consideration by Health House's members. Accordingly, the court made orders convening a meeting of Health House's members to consider and vote on the proposed Scheme.