Spookfish Limited, in the matter of Spookfish Limited

Spookfish Limited applied to the Federal Court of Australia under section 411(1) of the Corporations Act 2001 (Cth) for orders convening a meeting of its ordinary shareholders to consider and potentially approve a proposed scheme of arrangement. The proposed scheme involved the acquisition of all shares in Spookfish by an acquirer, who would pay cash to the shareholders. The application was made to facilitate the necessary meeting and distribution of the scheme booklet, which included the explanatory statement required under the Act. The Australian Securities and Investments Commission (ASIC) had granted a waiver for the explanatory statement to comply with certain regulatory requirements.

The primary legal issue before the court was whether the conditions set forth in section 411(1) of the Act were satisfied, enabling the convening of the meeting to consider the proposed scheme of arrangement. This included verifying that the scheme booklet met all necessary legal requirements and that proper procedures for notifying and informing shareholders were in place.

The court found that all the necessary conditions for convening the meeting were met. The explanatory statement in the scheme booklet complied with the requirements of the Act, and ASIC's waiver ensured regulatory compliance. The court was satisfied that the application was duly made, and the proposed scheme meeting was appropriately structured to allow shareholders to make an informed decision. Consequently, the court granted the orders sought by Spookfish, including convening the meeting, approving the scheme booklet for distribution, and setting the meeting details and procedures.

The final orders included convening the shareholders' meeting on the specified date and time, appointing a chairperson for the meeting, approving the scheme booklet for distribution, and setting out the procedures for notice and voting. The court also exempted Spookfish from certain procedural requirements under the Federal Court (Corporations) Rules 2000 (Cth) and mandated the publication of a notice in 'The Australian' newspaper. The proceeding was adjourned to a later date for the hearing of the application to approve the scheme.