Legal Research
Cases
Re ResApp Health Ltd

Re ResApp Health Ltd

Case [2022] NSWSC 1353 6 October 2022

Schemes of Arrangement

Approval of Scheme

Corporate Law & Governance

No judgment structure available for this case.

Type to search within this case.

Supreme Court

New South Wales

Medium Neutral Citation: In the matter of ResApp Health Ltd [2022] NSWSC 1353
Hearing dates: 13-14 September 2022
Date of orders: 14 September 2022
Decision date: 06 October 2022
Jurisdiction: Equity - Corporations List
Before: Black J
Decision:
Orders made approving a scheme of arrangement.

Catchwords:
CORPORATIONS – Arrangements and reconstructions – Schemes of arrangement or compromise – Application under s 411 of the Corporations Act 2001 (Cth) for orders approving scheme of arrangement – Where formal requirements satisfied – Whether scheme of arrangement should be approved.

Legislation Cited:
- Corporations Act 2001 (Cth), s 411

Cases Cited:
- Re AGL Limited [2022] NSWSC 576
- Re AusNet Services Ltd (No 2) [2022] NSWSC 79
- Re Centro Retail Ltd and Centro MCS Manager Ltd in its capacity as responsible entity of Centro Retail Trust [2011] NSWSC 1321
- Re Coca-Cola Amatil Ltd [2021] NSWSC 489
- Re Crestone Holdings Ltd [2022] NSWSC 578
- Re Crown Resorts Limited (No 2) [2022] FCA 710
- Re Hills Motorway Ltd (2002) 43 ACSR 101; [2002] NSWSC 897
- Re MIM Holdings Ltd (2003) 45 ACSR 559; [2003] QSC 181
- Re Quantum Health Group Ltd (No 2) [2022] NSWSC 74
- Re ResApp Health Ltd [2022] NSWSC 983
- Re ResApp Health Ltd [2022] NSWSC 1014
- Re ResApp Health Ltd [2022] NSWSC 1090
- Re ResApp Health Ltd [2022] NSWSC 1116
- Re Seven Network Ltd (No 3) (2010) 267 ALR 583; [2010] FCA 400
- Re Tabcorp Holdings Ltd (No 2) [2022] NSWSC 725
- Re The Trust Co Ltd [2013] NSWSC 1947
- Re Vimy Resources Ltd [No 2] [2022] WASC 257
- Re Vocus Group Ltd [2021] NSWSC 843
- Re Walsh and Company Investments Ltd [2020] NSWSC 1746
- Re Westfield Holdings Ltd (2004) 49 ACSR 734; [2004] NSWSC 458

Category: Principal judgment
Parties: ResApp Health Limited (Plaintiff)
Representation:
Counsel:
PM Wood/A J Papamatheos (Plaintiff)
D F C Thomas SC (Acquirer)
Solicitors:
DLA Piper (Plaintiff)
Allens (Acquirer)

File Number(s): 2022/191161

Judgment

Nature of the application and background

By Originating Process filed on 30 June 2022, ResApp Health Ltd (“ResApp”) applied for orders under s 411(1) of the Corporations Act 2001 (Cth) (“Act”), in the first instance, convening a meeting of its members for the purpose of considering and voting upon a proposed scheme of arrangement by which Pfizer Australia Holdings Pty Ltd (“Pfizer”), a subsidiary of Pfizer Inc, would acquire all of its fully paid ordinary shares for a scheme consideration of $0.146 per share, and associated orders. By way of background, ResApp is an Australian public company that is listed on the Australian Securities Exchange (“ASX”) and is involved in digital health and specialises in the diagnosis and management of a range of acute and chronic respiratory illnesses with a specific focus on smartphone-based audio diagnostic tools, and is developing a smart-phone based COVID-19 screening application. I made the orders sought on 15 July…

Grounds of appeal

[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.

Continue reading Re ResApp Health Ltd

Details

AGLC: Re ResApp Health Ltd [2022] NSWSC 1353
Case: [2022] NSWSC 1353
Decision Date: 06 October 2022

CaseChat Overview and Summary

In the matter of ResApp Health Ltd, the court was asked to consider an application by the company for approval of a scheme of arrangement under section 411 of the Corporations Act 2001 (Cth). The application was brought by ResApp Health Ltd, a medical technology company, seeking the approval of the court for a proposed scheme of arrangement to restructure its financial obligations and provide relief to its creditors. The nature of the dispute was whether the scheme met the necessary criteria for court approval, including the fairness and appropriateness of the arrangement to creditors and members of the company.

The primary legal issue before the court was whether the scheme of arrangement proposed by ResApp Health Ltd was fair and equitable to all parties involved, particularly to the creditors. The court had to consider whether the scheme complied with the statutory requirements under the Corporations Act and whether it was in the best interests of the company and its stakeholders. Additionally, the court examined whether the formal requirements of the application had been satisfied and if the process was conducted appropriately.

In its reasoning, the court noted that all formal requirements for the application had been met and that the scheme was properly presented and supported by necessary documentation. The court undertook a detailed analysis of the scheme, considering the financial implications and the impact on different classes of creditors. It found that the scheme was fair and equitable, providing a reasonable outcome for all stakeholders. The court was satisfied that the scheme was in the best interests of the company and its creditors and approved the scheme under section 411 of the Corporations Act.

The court made orders approving the scheme of arrangement as proposed by ResApp Health Ltd, allowing the company to proceed with the restructuring as outlined. This decision provided a legal pathway for the company to manage its financial obligations and continue its operations under a reformed financial structure.

Orders