CITATION: RE OZGROWTH LTD; EX PARTE OZGROWTH LTD [2022] WASC 107
CORAM: HILL J
HEARD: 28 FEBRUARY 2022
DELIVERED : 28 FEBRUARY 2022
PUBLISHED : 30 MARCH 2022
FILE NO/S: COR 26 of 2022
MATTER: IN THE MATTER OF OZGROWTH LTD
EX PARTE
OZGROWTH LIMITED
Plaintiff
WAM CAPITAY LTD
Interested Party
FILE NO/S: COR 27 of 2022
MATTER: IN THE MATTER OF WESTOZ INVESTMENT COMPANY LTD
EX PARTE
WESTOZ INVESTMENT COMPANY LTD
Plaintiff
WAM CAPITAL LTD
Interested Party
Catchwords:
Corporations law - Scheme of arrangement - Application for orders convening scheme meeting under s 411(1) of the Corporations Act 2001 (Cth) - Whether requirements to order scheme meeting are satisfied - Calculation of scheme consideration by reference to formula - Ratio of net tangible assets per share of target to one day volume weighted average price per share of acquirer - Orders made convening scheme meeting
[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.
[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.
[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.
Consideration
[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.
[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.
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AGLC
Re Ozgrowth Ltd [2022] WASC 107
Case
[2022] WASC 107
Decision Date
CaseChat Overview and Summary
This case involved two applications under s 411 of the Corporations Act 2001 (Cth) for leave to convene a meeting of shareholders of Ozgrowth Limited and Westoz Investment Company Limited. The applicants sought to convene the meetings to consider a proposed scheme of arrangement for the acquisition of all the issued shares of each company by WAM Capital Limited. Hill J considered whether the requirements to order a scheme meeting were satisfied and if the proposed scheme was fair and reasonable. Hill J found that all the requirements had been satisfied and that the proposed scheme was fair and reasonable and should be approved by the court. Hill J ordered that a meeting of the shareholders of Ozgrowth and Westoz be convened to consider and vote on the proposed scheme.