Re Vault Intelligence Ltd (No 2)

Case [2020] FCA 1504

FEDERAL COURT OF AUSTRALIA

Vault Intelligence Limited, in the matter of Vault Intelligence Limited (No 2) [2020] FCA 1504  

File number(s): VID 512 of 2020
Judgment of: O'BRYAN J
Date of judgment: 7 October 2020
Date of publication of reasons: 16 October 2020
Catchwords: CORPORATIONS – members’ scheme of arrangement –order sought under s 411(4)(b) of the Corporations Act 2001 (Cth) approving scheme of arrangement – approval given
Legislation:

Corporations Act 2001 (Cth), ss 411(4)(b), 411(12)

Corporations (Coronavirus Economic Response) Determination (No 1) 2020 (Cth)

Federal Court (Corporations) Rules 2000 (Cth), r 3.5(b)

Cases cited:

Re Alabama, New Orleans, Texas and Pacific Junction Railway Company [1891] 1 Ch 213

Re Central Pacific Minerals NL [2002] FCA 239

Re Glendale Land Development Ltd (In Liq) (1982) 7 ACLR 171

Re Legend Corporation Limited (No 2) [2019] FCA 1444

Re Medical Australia Ltd (No 2) [2017] FCA 1429

Re Permanent Trustee Co Ltd (2002) 43 ACSR 601

Re Seven Network Ltd (No 3) (2010) 267 ALR 583; 77 ACSR 701

Re Signature Capital Investments Ltd (No 2) [2016] FCA 385

Re Solution 6 Holdings Ltd (2004) 50 ACSR 113

Re Tatts Group Ltd (No 2) [2017] VSC 770

Re Toll Holdings Ltd (No 2) [2015] VSC 236

Re United Medical Protection Ltd [2007] FCA 631

Re Vault Intelligence Limited [2020] FCA 1342

Re Wellcom Group Limited (No 2) [2019] FCA 1872

Division: General Division
Registry: Victoria
National Practice Area: Commercial and Corporations
Sub-area: Commercial Contracts, Banking, Finance and Insurance
Number of paragraphs: 34
Date of hearing: 7 October 2020
Counsel for the Plaintiff: Mr P Crutchfield QC with Mr B Holmes
Solicitor for the Plaintiff: HWL Ebsworth
Counsel for the Interested Party: Mr D Barnett
Solicitor for the Interested Party: Gilbert + Tobin

ORDERS

VID 512 of 2020

IN THE MATTER OF VAULT INTELLIGENCE LIMITED
BETWEEN:

VAULT INTELLIGENCE LIMITED

Plaintiff

DAMSTRA HOLDINGS LIMIED

Interested Party

ORDER MADE BY:

O'BRYAN J

DATE OF ORDER:

7 OCTOBER 2020

OTHER MATTERS:

The Court notes that there has been produced to the Court a statement in writing by the Australian Securities and Investments Commission (ASIC) in accordance with section 411(17)(b) of the Corporations Act 2001 (Cth) stating that ASIC has no objection to the Scheme of Arrangement between the Plaintiff and its members referred to in this Order.

THE COURT ORDERS THAT:

1.Pursuant to sub-section 411(4)(b) of the Corporations Act 2001 (Cth) (Act), the Scheme of Arrangement between the plaintiff and its members agreed to by the said members at the meeting held on 2 October 2020 (the terms of which were set out in Annexure A to the Orders of the Court made on 28 August 2020) (Scheme) be and is hereby approved.

2.Pursuant to sub-section 411(12) of the Act, the plaintiff be exempted from compliance with sub-section 411(11) of the Act in relation to the Scheme.

3.Pursuant to rule 39.34 of the Federal Court Rules 2011 (Cth), these Orders be entered forthwith.

Note:   Entry of orders is…

Continue reading Re Vault Intelligence Ltd (No 2)

Sign in free to access the full text

Details
AGLC
Re Vault Intelligence Ltd (No 2) [2020] FCA 1504
Case
[2020] FCA 1504
Decision Date

CaseChat Overview and Summary

Vault Intelligence Ltd, an Australian company, sought approval from the Federal Court of Australia for a proposed scheme of arrangement involving its members. The dispute centred on whether the proposed arrangement, which aimed to restructure the company's capital and operations, was fair and equitable to all parties involved, particularly the members of the company. The scheme was brought to court under section 411(4)(b) of the Corporations Act 2001 (Cth), which allows for court approval of a scheme of arrangement if it is deemed fair and equitable.

The court was tasked with determining whether the scheme met the statutory criteria for fairness and whether it was in the best interests of the company and its members. This involved assessing the terms of the scheme, the adequacy of the information provided to the members, and whether the members had been given a reasonable opportunity to make an informed decision. Additionally, the court considered whether the company should be exempted from the requirement to lodge a copy of the scheme with the Australian Securities and Investments Commission under section 411(11) of the Corporations Act 2001 (Cth).

The Federal Court found that the scheme was fair and equitable to the members and was in the best interests of the company. The court was satisfied that the members had been adequately informed and had sufficient opportunity to make an informed decision regarding the scheme. The court also determined that an exemption from the requirement to lodge a copy of the scheme with the ASIC was appropriate in this case. Consequently, the court approved the scheme and exempted the company from the lodging requirement, as ordered.

Orders

Orders of the court

1. Pursuant to sub-section 411(4)(b) of the Corporations Act 2001 (Cth) (Act), the Scheme of Arrangement between the plaintiff and its members agreed to by the said members at the meeting held on 2 October 2020 (the terms of which were set out in Annexure A to the Orders of the Court made on 28 August 2020) (Scheme) be and is hereby approved.

2. Pursuant to sub-section 411(12) of the Act, the plaintiff be exempted from compliance with sub-section 411(11) of the Act in relation to the Scheme.

3. Pursuant to rule 39.34 of the Federal Court Rules 2011 (Cth), these Orders be entered forthwith.

Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

Background

Background to the litigation

Full text does not contain this section.

Evidence

Evidence Before The Court

Full text does not contain this section.

Decision

Reasons for decision

Full text does not contain this section.

Ratio Decidendi

Legal Principle Established

Full text does not contain this section.