Re WebCentral Group Ltd (No 2)

The case involves WebCentral Group Ltd, the plaintiff, and its members, with the exception of those holding shares on behalf of or for the benefit of Melbourne IT Ltd or its related entities. The dispute was heard in the Federal Court of Australia. The primary issue before the court was the approval of a scheme of arrangement between the plaintiff and its members, as mandated by sections 411(4)(b) and 411(6) of the Corporations Act 2001 (Cth). The court was also tasked with considering whether the plaintiff should be exempted from compliance with section 411(11) of the Act, as per section 411(12).

The court examined the scheme of arrangement and the necessary approvals under section 411(4)(a)(i) of the Act, focusing on whether the scheme was appropriately agreed to by the members. The court identified specific alterations required to the scheme, including the deletion of certain dates, the amendment of definitions, and the restructuring of clauses to ensure clarity and compliance with the statutory requirements. The court determined that these alterations were necessary to accurately reflect the agreement and to maintain the integrity of the scheme.

After careful consideration, the court approved the scheme of arrangement with the specified alterations, ensuring that it complied with the relevant provisions of the Corporations Act. The court also granted the plaintiff an exemption from compliance with section 411(11) of the Act, finding it appropriate in the context of this particular scheme. The court ordered that these decisions be implemented immediately, with the altered scheme taking effect as per the annexed document marked “B”.