Re Opus Group Limited

Opus Group Limited applied to the Court for orders to convene a meeting of its shareholders to consider and vote on a proposed scheme of arrangement. The scheme proposed a redomiciliation of the company from Australia to Bermuda. The Australian Securities and Investments Commission (ASIC) did not oppose the scheme. The Court was required to decide whether the scheme was bona fide and whether all necessary matters had been addressed for the meeting to be convened. The Court found that the scheme was bona fide and that all requirements for convening the meeting had been met.

The Court considered the scheme to be bona fide as it had the primary purpose of benefiting the company's shareholders and was not being used as a device to circumvent legal obligations. The Court also found that all relevant matters had been addressed, including the requirement for ASIC to have a reasonable opportunity to examine the terms of the proposed scheme. The Court was satisfied that the scheme was fair and reasonable to the shareholders, and that the notice and other procedural requirements had been met. Accordingly, the Court made the orders sought by Opus Group Limited, including convening the meeting, approving the scheme booklet for distribution, and allowing the conduct of the scheme meeting in accordance with the Corporations Act and the company's constitution. The Court also made orders regarding the notice of the meeting, the appointment of a chairperson, the conduct of voting, and the dispatch of the scheme booklet to shareholders.