Signature Capital Investments Limited, in the matter of Signature Capital Investments Limited

Signature Capital Investments Limited sought approval to convene a meeting of shareholders to consider a scheme of arrangement under section 411(1) of the Corporations Act 2001 (Cth). The scheme involved an acquisition, and the exact share consideration was not determinable at the first hearing due to the need for a contemporary valuation of Signature’s net tangible assets (NTA) as of 29 February 2016. The scheme booklet disclosed that the share consideration would be determined around 22 March 2016. Signature argued that this delay was necessary to provide shareholders with the most current valuation of their shares, a position supported by the court as it was deemed essential for an informed shareholder decision.

The court had to determine whether the scheme booklet, despite not specifying the share consideration at the first hearing, adequately informed shareholders of the process and the rationale behind the delayed determination. The court also needed to decide whether the proposed supplementary scheme booklet, to be distributed before the scheme meeting, sufficiently addressed the shareholders' need for information about the share consideration. The court was required to consider whether the exclusivity provisions in the scheme implementation deed complied with the requirements of the Corporations Act.

The court found that the scheme booklet appropriately disclosed the delayed determination of the share consideration, as it was prominently and frequently mentioned that the exact amount would be determined around 22 March 2016. The court accepted the reasoning that this delay was necessary to provide the most current valuation to shareholders. However, the court declined to order the despatch of the supplementary scheme booklet, as it was not satisfied with the proposed timing and the lack of supplementary material from the Independent Expert. The court approved the scheme booklet for distribution, noting that it met the necessary requirements for informing shareholders and facilitating an informed decision regarding the scheme.

The court ordered Signature Capital Investments Limited to convene a meeting of shareholders on 12 April 2016 to consider and vote on the scheme of arrangement. The court approved the scheme booklet for distribution to shareholders and allowed for certain procedural flexibilities during the scheme meeting. The proceedings were stood over to 15 April 2016 for the hearing of any application to approve the scheme.