Re Programmed Maintenance Services Ltd

Programmed Maintenance Services Ltd sought approval for a proposed scheme of arrangement, and the Court was required to decide whether the scheme met the statutory requirements under the Corporations Act 2001 (Cth). The first legal issue concerned the convening of a meeting to consider the scheme, while the second related to the approval of the scheme itself. The Court had to ensure that Programmed had complied with the orders made at the first hearing and any statutory requirements, including the avoidance of Chapter 6 of the Act and the fairness of the scheme.

The Court reviewed the submissions and materials provided by Programmed, confirming that all relevant matters for convening a scheme meeting were addressed. The Court was satisfied that Programmed had complied with the orders and statutory requirements. The Court noted that ASIC had no objection to the scheme and had provided a written statement to that effect. The Court considered the fairness of the scheme, taking into account various principles such as good faith voting, full disclosure, and the absence of oppression of minority shareholders. The Court also considered the Independent Expert's conclusion that the scheme was fair. The Court was satisfied that all legal requirements had been met and that the scheme was properly proposed, fair, and reasonable.

The Court approved the scheme of arrangement between the Plaintiff and its members. The Court also exempted the Plaintiff from compliance with certain provisions of the Corporations Act in relation to the scheme. The orders were made under sections 411(4)(b) and 411(12) of the Act. The Court's approval of the scheme and the exemption from certain compliance requirements were essential for the successful implementation of the proposed arrangement.