Selfwealth Ltd, in the matter of Selfwealth Ltd

The case involves Selfwealth Ltd, an Australian online trading platform, and the proposed acquisition of its shares by Syfe. The dispute pertains to the convening of a scheme meeting for Selfwealth members to consider the acquisition. The court was tasked with deciding whether to exercise its discretion under s 411(1) of the Corporations Act 2001 (Cth) to order the convening of the scheme meeting, considering the circumstances in which the scheme meeting was requested following a change in the proposed acquirer from Bell Financial Group Limited to Syfe.

The court first considered the statutory requirement under s 411(17) that ASIC must produce a statement for the court's consideration before convening a meeting. The court held that if it seems likely that ASIC will produce the required statement at the second court hearing, this does not prevent the meeting from being convened at the first hearing. In this case, ASIC did not oppose the application, making it appropriate to proceed under the assumption that ASIC would provide the necessary statement. The court further concluded that the scheme was fit for consideration by Selfwealth members and that the scheme booklet would adequately inform members about the nature of the scheme. Consequently, the court exercised its discretion to order the convening of the scheme meeting.

The court issued orders convening the scheme meeting on 22 April 2025 and specified the process for informing Selfwealth shareholders and facilitating their participation in the meeting. The orders also addressed the dispatch of the scheme booklet and proxy forms to shareholders, provided details on the eligibility to vote at the meeting, and outlined the process for any future hearing to approve the scheme.