Think Childcare Limited, in the matter of Think Childcare Limited (No 2)

Think Childcare Limited and Think Childcare Development Limited sought orders approving two schemes of arrangement under ss 411(4)(b) and 411(6) of the Corporations Act 2001 (Cth) and exempting them from compliance with s 411(11) of the Act under s 411(12). The schemes, if implemented, will result in Busy Bees Early Learning Australia Pty Ltd acquiring all of the issued share capital of Think Childcare Limited, and Busy Bees' subsidiary, FEL Child Care Developments Pty Ltd acquiring all of the issued share capital of Think Childcare Development Limited. The court approved the schemes and exempted Think Childcare Limited and Think Childcare Development Limited from compliance with s 411(11) of the Act. The court found that the schemes met the statutory requirements for approval and that the Think Group securityholders had been fully and fairly informed of the terms of the schemes. The court also found that the schemes were fair and reasonable in the sense that an intelligent and honest shareholder, properly informed and acting alone, might approve the schemes. The court was further satisfied that the schemes had not been proposed to avoid Chapter 6 of the Act, or that the Think Group had a statement from ASIC that it had no objection to the schemes.