Re Staging Connections Group Ltd

The decision in Re Staging Connections Group Ltd concerns a proposed scheme of arrangement for the acquisition of Staging Connections Group Limited (STG), an unlisted public company, by Freeman Audio Visual, Inc. (FAV). The Federal Court was required to decide whether the scheme met the jurisdictional requirements of the Corporations Act 2001 (Cth) (Act). The court had to determine whether the scheme booklet provided proper disclosure to members, if the scheme was bona fide and properly proposed, and whether other procedural requirements had been met.

The court found that STG was a Part 5.1 body and that the scheme was an “arrangement” within the meaning of the Act. The scheme booklet was considered to provide proper disclosure to members, as it contained all information that shareholders and their professional advisors would reasonably require to make an informed assessment of the scheme and the transaction. The scheme was deemed bona fide and properly proposed, as STG had committed itself to propounding the scheme by entering into the scheme implementation agreement. The court also found that the Australian Securities and Investments Commission (ASIC) had had a reasonable opportunity to examine the proposed scheme and explanatory statement, and to make submissions.

The court granted the orders sought by STG, including convening meetings of the shareholders to consider the proposed scheme, approving the scheme booklet and proxy forms, and exempting STG from the requirement to publish a notice of the hearing of the application. The scheme meetings were scheduled for 24 September 2015, with the time for determining eligibility to vote fixed at 10:00am (Sydney time) on 22 September 2015. The court also directed that notice of the hearing of the application be published once in The Australian newspaper.

In summary, the Federal Court found that the proposed scheme of arrangement for the acquisition of STG by FAV met the jurisdictional requirements of the Act and granted the orders sought by STG. The scheme meetings were scheduled for 24 September 2015, and the court directed that notice of the hearing of the application be published once in The Australian newspaper.