Redflex Holdings Limited, in the matter of Redflex Holdings Limited (No 2)

Redflex Holdings Limited (the Plaintiff) applied to the Court for directions relating to the implementation of a scheme of arrangement under the Corporations Act 2001 (Cth). The Plaintiff sought directions for the dispatch of a supplementary disclosure document to its shareholders and sought clarification on the proper procedure to be adopted at the scheme meeting. The Court was also asked to determine the validity of proxy forms lodged by scheme shareholders.

The primary legal issue before the Court was whether the Plaintiff should be directed to dispatch a supplementary disclosure document to its shareholders and what procedure should be adopted at the scheme meeting. The Plaintiff had already dispatched a scheme booklet to its shareholders, but subsequently increased the scheme consideration. The Plaintiff sought to issue a supplementary disclosure document to inform shareholders of this change. The Court was also required to determine the validity of proxy forms lodged by scheme shareholders and whether they could be varied or revoked by the appointing shareholder.

The Court found that the Plaintiff should be directed to dispatch a supplementary disclosure document to its shareholders. The Court held that the Plaintiff should dispatch the document in the form set out in Annexure ‘DM-20’ to the affidavit of David Morris dated 3 May 2021. The Court held that valid proxy forms for the scheme meeting remain valid, but any appointment pursuant to those proxy forms may be varied or revoked by the appointing shareholder at any time up to 9.00 am (AEST) on 8 May 2021. The Court also granted the Plaintiff liberty to apply to ASIC upon giving 24 hours’ notice.

The Court ordered that the Plaintiff dispatch a supplementary disclosure document to its shareholders by email, post, or airmail, as appropriate, and make a copy of the document available on its ASX announcements platform and website. The Court also ordered that valid proxy forms for the scheme meeting remain valid, but any appointment pursuant to those proxy forms may be varied or revoked by the appointing shareholder at any time up to 9.00 am (AEST) on 8 May 2021. The Court further ordered that the Plaintiff has liberty to apply to ASIC upon giving 24 hours’ notice.