CITATION: RE SCHROLE GROUP LIMITED; EX PARTE SCHROLE GROUP LIMITED [2024] WASC 515
CORAM: STRK J
HEARD: 16 AUGUST 2024 (FIRST COURT HEARING)
DELIVERED : 16 AUGUST 2024
PUBLISHED : 4 FEBRUARY 2025
HEARD: 19 SEPTEMBER 2024 (SECOND COURT HEARING)
DELIVERED : 19 SEPTEMBER 2024
PUBLISHED : 4 FEBRUARY 2025
FILE NO/S: COR 122 of 2024
MATTER: IN THE MATTER OF SCHROLE GROUP LIMITED
EX PARTE
SCHROLE GROUP LIMITED
Plaintiff
TES AUS GLOBAL PTY LIMITED
Interested Party
Catchwords:
Corporations law - Scheme of arrangement - Proposed share acquisition - First court hearing - Application for orders convening a scheme meeting under Corporations Act 2001 (Cth) s 411(1) - Whether requirements to order scheme meeting had been satisfied - Orders made convening scheme meeting - Distribution of scheme booklet containing the explanatory statement required by the Corporations Act 2001 (Cth) s 412(1)(a) approved at the first court hearing - Ancillary orders
Corporations law - Scheme of arrangement - Second court hearing - Whether statutory and procedural requirements had been satisfied - Discretionary considerations - Orders made approving the scheme - Ancillary orders
Gazal Corporation Limited, in the matter of Gazal Corporation Limited [2019] FCA 701
In the matter of Investa Listed Funds Management Limited as responsible entity for the Armstrong Jones Office Fund and the Prime Credit Property Trust [2018] NSWSC 1369
[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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SCHROLE GROUP LIMITED [2024] WASC 515
Case
[2024] WASC 515
Decision Date
CaseChat Overview and Summary
Schrole Group Limited was the subject of a legal dispute before the Federal Court of Australia. The dispute centred around a proposed scheme of arrangement to acquire the shares of the company. The applicants, who were proposing the scheme, sought orders to convene a meeting of the company's shareholders and members to consider the proposal. The legal issues before the court were whether the requirements for ordering a scheme meeting under the Corporations Act 2001 (Cth) had been met, and if the statutory and procedural requirements were satisfied for approving the scheme.
The court considered the statutory framework and found that the applicants had satisfied the requirements for convening a scheme meeting under s 411(1) of the Corporations Act 2001 (Cth). The court also approved the distribution of the scheme booklet containing the explanatory statement as required by s 412(1)(a). The applicants had demonstrated that the scheme was fair and reasonable to the shareholders and members of the company. Additionally, the court considered the discretionary factors relevant to approving the scheme, including the benefits of the scheme and the protection of minority shareholders. The court found that the statutory and procedural requirements were satisfied and that the scheme was in the best interests of the company.
The court made orders convening a scheme meeting and approved the distribution of the scheme booklet. At a subsequent hearing, the court reviewed the scheme and considered whether all statutory and procedural requirements had been satisfied. The court also took into account discretionary considerations such as the fairness of the scheme to the shareholders and members. The court found that the scheme met all the requirements and was fair and reasonable. The court made orders approving the scheme and provided for ancillary matters such as the appointment of inspectors and the convening of a final meeting.
The final orders of the court included convening the scheme meeting, approving the distribution of the scheme booklet, and ultimately approving the scheme of arrangement. The court also made ancillary orders regarding the appointment of inspectors, the convening of a final meeting, and other procedural matters. The scheme was approved on the basis that it was fair and reasonable and in the best interests of the company and its shareholders.