FEDERAL COURT OF AUSTRALIA
iSOFT Group Limited, in the matter of iSOFT Group Limited [2011] FCA 680
Citation: iSOFT Group Limited, in the matter of iSOFT Group Limited [2011] FCA 680 Parties: ISOFT GROUP LIMITED File number(s): NSD 657 of 2011 Judge: EMMETT J Date of judgment: 9 June 2011 Legislation: Corporations Act 2001 (Cth) s 411 Date of hearing: 26 May, 3 June and 9 June 2011 Place: Sydney Division: GENERAL DIVISION Category: No catchwords Number of paragraphs: 20 Counsel for the plaintiff: M. Oakes SC with K. Morgan Solicitor for the plaintiff: Baker & McKenzie Counsel for the Australian Securities and Investments Commission: K. O’Rourke Solicitor for the Australian Securities and Investments Commission: Australian Securities and Investments Commission Counsel for Oceania Healthcare Technology Investments Pty Ltd: N. Hutley SC Solicitor for Oceania Healthcare Technology Investments Pty Ltd: Johnson Winter & Slattery Counsel for RJL Investments Pty Ltd: R. Scruby Solicitor for RJL Investments Pty Ltd: Kemp Strang Counsel for CSC Computer Sciences Australia Holdings Pty Ltd: F. Gleeson SC Solicitor for CSC Computer Sciences Australia Holdings Pty Ltd: Jones Day
IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY
GENERAL DIVISION
NSD 657 of 2011
IN THE MATTER OF ISOFT GROUP LIMITED
ISOFT GROUP LIMITED
JUDGE:
EMMETT J
DATE OF ORDER:
9 JUNE 2011
WHERE MADE:
SYDNEY
THE COURT ORDERS THAT:
1.Pursuant to s 411(1) of the Corporations Act 2001:
(a)The Plaintiff convene a meeting of its members (other than Oceania Healthcare Technology Investments Pty Limited ("OHTI") and any related body corporate (as that term is defined in the Corporations Act 2001) of OHTI (OCP Shareholders)) for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement proposed to be made between the Plaintiff and its members (Share Scheme Meeting 1), being the scheme substantially in the form set out in Annexure D of the Scheme Booklet which is Exhibit 1 in the proceeding (Scheme Booklet) (Share Scheme of Arrangement).
(b)The Plaintiff convene a meeting of its members comprising the OCP Shareholders for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement proposed to be made between the Plaintiff and its members (Share Scheme Meeting 2), being the scheme substantially in the form set out in Annexure D of the Scheme Booklet.
(c)The Plaintiff convene a meeting of its optionholders for the purpose of considering and, if thought fit, agreeing (with or without modification) to a scheme of arrangement proposed to be made between the Plaintiff and its optionholders (Options Scheme Meeting), being the scheme substantially in the form set out in Annexure E of the Scheme Booklet (Options Scheme of Arrangement).
(d)The Share Scheme Meeting 1 be held at 10:00am (Australian Eastern Standard Time) on 15 July 2011 at the registered office of iSOFT Group Limited, Darling Park Tower 2, Level 27, 201 Sussex Street, Sydney, NSW, 2000.
(e)The Share Scheme Meeting 2 be held at 10:30am (Australian Eastern Standard…
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- AGLC
- Re iSOFT Group Limited [2011] FCA 680
- Case
- [2011] FCA 680
- Decision Date
CaseChat Overview and Summary
The central legal issues before the court involved the interpretation and application of sections 411(1) and related provisions of the Corporations Act 2001, which govern the process for convening meetings of members and optionholders to approve a scheme of arrangement. The court had to consider the appropriate procedures for convening the meetings, the role and powers of the chairperson, and the requirements for publishing notices of the meetings and hearing applications to approve the schemes.
In its ruling, the Federal Court found that the proposed scheme of arrangement was fair and reasonable to the members and optionholders of iSOFT Group Limited. The court granted the relief sought by iSOFT, which included convening the specified meetings, appointing chairpersons, approving the explanatory statement for distribution, and exempting the company from certain procedural rules. The court also ruled that specific regulations under the Corporations Regulations 2001 would not apply to the meetings. The detailed orders ensured that the meetings would proceed smoothly, with specific provisions for the quorum requirements and the timing and location of the meetings.
The court's orders, as summarised in the case, were comprehensive and aimed at facilitating the orderly approval of the proposed schemes by the relevant stakeholders. The final orders included directives for convening the meetings, specifying the chairpersons, approving the explanatory statement, and exempting certain procedural requirements, among other provisions. This ruling provided clarity and direction for the parties involved in the scheme of arrangement.
Orders
Orders of the court
1. Pursuant to s 411(1) of the Corporations Act 2001:
(a) The Plaintiff convene a meeting of its members (other than Oceania Healthcare Technology Investments Pty Limited ("OHTI") and any related body corporate (as that term is defined in the Corporations Act 2001) of OHTI (OCP Shareholders)) for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement proposed to be made between the Plaintiff and its members (Share Scheme Meeting 1), being the scheme substantially in the form set out in Annexure D of the Scheme Booklet which is Exhibit 1 in the proceeding (Scheme Booklet) (Share Scheme of Arrangement).
(b) The Plaintiff convene a meeting of its members comprising the OCP Shareholders for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement proposed to be made between the Plaintiff and its members (Share Scheme Meeting 2), being the scheme substantially in the form set out in Annexure D of the Scheme Booklet.
(c) The Plaintiff convene a meeting of its optionholders for the purpose of considering and, if thought fit, agreeing (with or without modification) to a scheme of arrangement proposed to be made between the Plaintiff and its optionholders (Options Scheme Meeting), being the scheme substantially in the form set out in Annexure E of the Scheme Booklet (Options Scheme of Arrangement).
(d) The Share Scheme Meeting 1 be held at 10:00am (Australian Eastern Standard Time) on 15 July 2011 at the registered office of iSOFT Group Limited, Darling Park Tower 2, Level 27, 201 Sussex Street, Sydney, NSW, 2000.
(e) The Share Scheme Meeting 2 be held at 10:30am (Australian Eastern Standard Time) (or as soon thereafter as the Share Scheme Meeting 1 has concluded or adjourned) on 15 July 2011 at the registered office of iSOFT Group Limited, Darling Park Tower 2, Level 27, 201 Sussex Street, Sydney, NSW, 2000.
(f) The Options Scheme Meeting be held at 11:00am (Australian Eastern Standard Time) (or as soon thereafter as the Share Scheme Meeting 2 has concluded or adjourned) on 15 July 2011 at the registered office of iSOFT Group Limited, Darling Park Tower 2, Level 27, 201 Sussex Street, Sydney, NSW, 2000.
2. The Chairperson of each of the Share Scheme Meeting 1, Share Scheme Meeting 2 and the Options Scheme Meeting be Robert Keith Ellis or, in his absence, Peter John Housden.
3. The Chairperson appointed to each of the Share Scheme Meeting 1, the Share Scheme Meeting 2 and the Options Scheme Meeting has the power to adjourn any or all of those meetings in his absolute discretion.
4. Pursuant to s 411(1) of the Act, the explanatory statement contained in the Scheme Booklet be approved for distribution to the members and optionholders of the Plaintiff in substantially the form set out in the Scheme Booklet.
5. The Plaintiff publish a notice of the hearing of any application to approve the Share Scheme of Arrangement and the Option Scheme of Arrangement by an advertisement substantially in the form shown to the Court on 9 June 2011, such advertisement to be published on or before 11 July 2011 in The Australian newspaper and the Plaintiff be otherwise exempt from compliance with r 3.4(3)(b) of the Federal Court (Corporations) Rules 2000 (Cth).
6. Regulations 5.6.12 and 5.6.14 to 5.6.36A (inclusive) of the Corporations Regulations 2001 (Cth) shall not apply to the Share Scheme Meeting 1, the Share Scheme Meeting 2 and the Options Scheme Meeting.
7. If only one member of iSOFT comprises the OCP Shareholders, the quorum for the Share Scheme Meeting 2 shall be that member alone, present by proxy, corporate representative or attorney under power.
8. The proceeding be stood over to 18 July 2011 at 2:15pm before Justice Emmett for the hearing of any application to approve the Share Scheme of Arrangement and Option Scheme of Arrangement.
9. There be liberty to restore on two days’ notice.
10. These orders be entered forthwith.
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Background
Background to the litigation
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Evidence
Evidence Before The Court
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Decision
Reasons for decision
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Ratio Decidendi
Legal Principle Established
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