Re Vita Group Ltd (No 2)

In the Federal Court, the case of Re Vita Group Ltd (No 2) involved the Vita Group Limited, a company seeking to restructure its operations through a scheme of arrangement. The dispute centred on the approval of a proposed scheme of arrangement between the company and its shareholders, which aimed to alter the company’s capital structure and operational framework. The court had to determine whether the scheme met the statutory requirements and whether it was fair and equitable to the shareholders.

The primary legal issue before the court was whether the company was required to provide evidence that the explanatory statement and accompanying material had been dispatched to shareholders in accordance with the Court’s previous orders. Additionally, the court had to decide if the company needed to present evidence of shareholder turnout and if the chairperson had to prove what was said during the shareholder meeting. The company argued that such evidence was unnecessary given the previous Court’s approval and the circumstances of the case.

The court found that it was unnecessary for the company to provide evidence of the dispatch of the explanatory statement and accompanying material, as well as evidence of shareholder turnout. The Court relied on the previous hearing's findings and the circumstances presented, deeming it sufficient to approve the scheme without further evidence. The chairperson's role was also clarified, with the Court holding that it was not necessary for the chairperson to prove what was said at the meeting, given the context and the prior approval.

The final orders of the Court included the approval of the scheme of arrangement under section 411(4)(b) of the Corporations Act 2001, with an exemption from compliance with section 411(11) of the Act in relation to the approval. The company was also directed to lodge a copy of the approved scheme of arrangement with the Australian Securities and Investments Commission.