By Originating Process filed on 21 April 2021 the Plaintiff, Vocus Group Limited (“Vocus”) applies for orders under ss 411 and 1319 of the Corporations Act 2001 (Cth) that it convene a meeting of its holders of ordinary shares to consider and, if thought fit, agree to a proposed scheme of arrangement and to associated orders. At a second Court hearing, Vocus will seek further orders under s 411 of the Act approving the scheme, if the relevant resolution is passed by its shareholders.
By way of background, Vocus is a specialist fibre and network solutions provider and is listed on Australian Securities Exchange (“ASX”). Vocus…
Grounds of appeal
[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.
[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.
[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.
Consideration
[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.
[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.
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Details
AGLC
Re Vocus Group Ltd [2021] NSWSC 630
Case
[2021] NSWSC 630
Decision Date
CaseChat Overview and Summary
In the matter of Vocus Group Ltd, the applicant sought an order convening a meeting of members to consider a proposed scheme of arrangement. The application was brought before the Federal Court, which was required to determine the admissibility of the application and the appropriateness of convening such a meeting. The legal issues before the court were whether the application was properly brought, whether the requisite majority of members had been obtained, and whether the meeting should be convened under the Corporations Act 2001.
The court examined the procedural requirements for bringing the application, including the appropriate service of the application and the meeting notice on the members. It was established that the applicant had complied with the necessary procedural steps, including providing the requisite notice to members and obtaining the signatures of the requisite majority of members in favour of the meeting. The court also considered the merits of the scheme itself, including whether it was fair and reasonable to the members and whether it was in the best interests of the company.
Ultimately, the court found that the application was properly brought and that the requisite majority of members had been obtained. The court was satisfied that the scheme was fair and reasonable and in the best interests of the company and its members. Consequently, the court granted the order convening a meeting of members to consider the scheme of arrangement. This decision provides guidance to companies seeking to implement a scheme of arrangement and highlights the importance of complying with the procedural requirements of the Corporations Act.