Re RP Data Ltd

The case of Re RP Data Ltd involved RP Data Limited and CoreLogic, with the dispute centering on an application for orders approving the company to convene a meeting of shareholders to consider a proposed scheme of arrangement under the Corporations Act 2001 (Cth). The primary legal issue was whether the scheme of arrangement was bona fide and properly proposed, and if all necessary conditions and requirements under the Act had been met. Specifically, the court needed to determine if the scheme was fair and reasonable to the shareholders and if the requisite notices and approvals, including from the Australian Securities and Investments Commission (ASIC), were adequately provided.

The court examined the evidence presented, including affidavits from various directors and experts, and the contents of the Implementation Agreement and Scheme Booklet. It was established that the scheme provided for CoreLogic to acquire RP Data shares, with a cash payment to shareholders. The Independent Board Committee had unanimously recommended the scheme, and ASIC had not opposed the scheme at the time of the hearing. The court was satisfied that the scheme met all statutory requirements, was fair and reasonable to the shareholders, and had been properly proposed.

Consequently, the court made orders approving the convening of a meeting of shareholders to consider the scheme, with specific details on the meeting's conduct, the distribution of the explanatory statement, and exemptions from certain regulatory requirements. The court also set a date for the next hearing to approve the scheme, should it be passed by the requisite majority of shareholders. These orders enabled RP Data to proceed with the scheme, subject to shareholder approval and further court scrutiny.