Re Terry White Group Limited (No 1)

Terry White Group Limited sought an order for a meeting of its shareholders to be convened so that they may consider whether to pass a resolution to approve a proposed scheme of arrangement. The scheme would allow a company to acquire all of the shares in Terry White Group Limited not already held by it or its related entities. The application was heard by Bond J in the Federal Court of Australia. The legal issue before the court was whether it should make an order for a meeting of the company's shareholders to be convened. The court found that the application should be granted, as the applicant had discharged the onus of proving that it had met the requirements of the Corporations Act 2001 (Cth). The court found that the scheme was in the best interests of the company and its shareholders, and that the necessary disclosures had been made to the shareholders. The court made an order that the applicant shall convene a meeting of all scheme shareholders to consider, and if thought fit approve, with or without modification, a scheme of arrangement. The explanatory statement was also approved for distribution to scheme shareholders. The scheme meeting was to be held on 5 December 2018, and the applicant was required to send various documents to the scheme shareholders before the meeting. Ronald Albert Higham or, in his absence, Jane Matisse McKellar, was authorised to act as chairman of the scheme meeting and any adjournments of the scheme meeting and to report to the court on the outcome of the scheme meeting and any adjournments of the scheme meeting. Proxies and attorneys or corporate representatives were subject to certain voting restrictions. The proceedings were adjourned until 7 December 2018.