FEDERAL COURT OF AUSTRALIA
Sienna Cancer Diagnostics Limited, in the matter of Sienna Cancer Diagnostics Limited (No 2) [2020] FCA 1088
File number: VID 339 of 2020 Judge: MOSHINSKY J Date of judgment: 20 July 2020 Catchwords: CORPORATIONS – members’ scheme of arrangement – second court hearing – order sought under s 411(4) of the Corporations Act 2001 (Cth) that the scheme be approved – applicable principles – approval given Legislation: Corporations Act2001 (Cth), ss 411, 412
Federal Court of Australia Act 1976 (Cth), s 17
Foreign Acquisitions and Takeovers Act 1975 (Cth)
Federal Court (Corporations) Rules 2000, r 3.5
Cases cited: Re ACM Gold Ltd & Mt Leyshon Gold Mines Ltd (1992) 34 FCR 530
Re Alabama, New Orleans, Texas and Pacific Junction Railway Co [1981] 1 Ch 212
Re Amcor Limited (No 2) [2019] FCA 842
Re Beadell Resources Limited (No 2) [2019] WASC 53
Re DuluxGroup Limited (No 2) [2019] FCA 1225
Re EcoBiotics Limited (No 2) [2017] FCA 1031
Re Foundation Healthcare Ltd (2002) 42 ACSR 252
Re Healthscope Ltd (No 2) (2019) 136 ACSR 259
Re Legend Corporation Limited (No 2) [2019] FCA 1444
Re Lion Selection Ltd [2009] VSC 546
Re Medical Australia Ltd (No 2) [2017] FCA 1429
Re NRMA Ltd (2000) 156 FLR 349
Re Permanent Trustee Co Ltd (2002) 43 ASCR 601
Re Seven Network Ltd (No 3) (2010) 267 ALR 583
Re Signature Capital Investments Ltd (No 2) [2016] FCA 385
Re Skilled Group Ltd (No 2) [2015] VSC 805
Re Solution 6 Holdings Ltd (2004) 50 ACSR 113
Re Stockbridge Ltd (1993) 9 ACSR 637
Re Tatts Group Limited (No 2) [2017] VSC 770
Re TriAusMin Limited (No 2) [2014] FCA 833
Re Verdant Minerals Ltd (No 2) [2019] FCA 841
Date of hearing: 17, 20 July 2020 Registry: Victoria Division: General Division National Practice Area: Commercial and Corporations Sub-area: Corporations and Corporate Insolvency Category: Catchwords Number of paragraphs: 58 Counsel for the Plaintiff: Mr CT Möller Solicitor for the Plaintiff: K&L Gates Counsel for the Interested Party: Mr M Oakes SC Solicitor for the Interested Party: MinterEllison ORDERS
VID 339 of 2020 IN THE MATTER OF SIENNA CANCER DIAGNOSTICS LIMITED
BETWEEN: SIENNA CANCER DIAGNOSTICS LIMITED
Plaintiff
JUDGE:
MOSHINSKY J
DATE OF ORDER:
20 JULY 2020
THE COURT NOTES THAT:
A.This proceeding concerns a scheme of arrangement between the plaintiff and the holders of ordinary shares in the plaintiff, the terms of which are set out at pages 499 to 520 of Exhibit CSS1 to the affidavit of Carl Stephen Stubbings filed on 3 June 2020 (the Scheme).
B.There has been produced to the Court a statement in writing by the Australian Securities and Investments Commission (ASIC) in accordance with s 411(17)(b) of the Corporations Act 2001 (Cth) (the Act) stating that ASIC has no objection to the Scheme.
C.The “New Bidder Shares” to be issued pursuant to the Scheme (and as defined in the Scheme) will not be registered under the Securities…
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- Case
- [2020] FCA 1088
- Decision Date
CaseChat Overview and Summary
The court considered the applicable principles for approving a members’ scheme of arrangement and determined that approval was appropriate given the circumstances. The court found that no alteration to the Sienna Constitution was involved, and that shareholders were fully informed of the scheme, aligning with the regular practice of making an order under section 411(12) of the Corporations Act in such cases. The court concluded that the order approving the scheme and exempting Sienna from the compliance requirement was justified, as there was no need to annex the court order to every copy of the Sienna Constitution.
Consequently, the court made an order approving the scheme pursuant to section 411(4)(b) of the Corporations Act and exempted Sienna from compliance with section 411(11) of the Corporations Act in respect of the scheme. These orders were made in accordance with Rule 39.32 of the Federal Court Rules 2011.
Orders
Orders of the court
1. Pursuant to s 411(4)(b) of the Act, the Scheme is approved.
2. Pursuant to s 411(12) of the Act, the plaintiff is exempted from compliance with s 411(11) of the Act in respect of the Scheme.
Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.
Background
Background to the litigation
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Evidence
Evidence Before The Court
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Decision
Reasons for decision
Ratio Decidendi
Legal Principle Established
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