Tesserent Limited, in the matter of Tesserent Limited (First Scheme Hearing)

In the matter of Tesserent Limited, the plaintiff, Tesserent Limited, sought orders under sections 411(1) and 1319 of the Corporations Act 2001 (Cth) to convene meetings of shareholders and certain option and warrant holders to consider respective schemes of arrangement. The defendants did not oppose the application. The central legal issue was whether it was appropriate to exercise the dispensing power in rule 1.3(1) of the Federal Court (Corporations) Rules 2000 (Cth) in relation to the requirements for convening and holding meetings of shareholders and option and warrant holders under sections 411 and 1319 of the Corporations Act. The court considered the nature of the schemes of arrangement, the manner in which the application had been prepared, and the appropriateness of dispensing with certain procedural requirements.

The court held that it was appropriate to exercise the dispensing power in rule 1.3(1) of the Federal Court (Corporations) Rules 2000 (Cth) in relation to the requirements for convening and holding meetings of shareholders and option and warrant holders under sections 411 and 1319 of the Corporations Act. The court found that the application had been prepared in a manner consistent with the principles set out in Vita Group Ltd, in the matter of Vita Group Ltd [2023] FCA 400, and that the dispensing power should be exercised to allow for the convening and holding of the meetings in a manner that was practical and efficient. The court also found that the dispensing of certain procedural requirements, such as the requirement to publish a notice of the hearing of the application in a newspaper, was appropriate given the nature of the schemes of arrangement and the manner in which the application had been prepared.

The court made orders pursuant to sections 411(1) and 1319 of the Corporations Act 2001 (Cth) requiring the plaintiff to convene and hold meetings of shareholders and certain option and warrant holders to consider respective schemes of arrangement. The court also made orders dispensing with certain procedural requirements, such as the requirement to publish a notice of the hearing of the application in a newspaper, and requiring the plaintiff to publish an announcement via the Australian Securities Exchange containing the substance of the matters set out in Form 6 of the Rules. The court adjourned the proceedings to a later date for the hearing of any application to approve the schemes of arrangement.