Village Roadshow Limited, in the matter of Village Roadshow Limited (No 2)

Village Roadshow Limited (VRL) sought approval for a scheme of arrangement under the Corporations Act 2001 (Cth). The Federal Court was tasked with assessing the fairness and reasonableness of the proposed scheme, given procedural irregularities that arose during the process. The court had to determine whether these irregularities resulted in substantial injustice to the shareholders, and if not, whether the scheme could be approved under s 411(4)(b) and s 411(6) of the Act.

The court considered several key legal issues. The primary concern was whether the procedural irregularities, which included late disclosure of certain information, amounted to substantial injustice under s 411(4)(a) of the Act. Additionally, the court had to assess if the scheme was fair and reasonable to the shareholders, and whether it met all statutory requirements for approval. The court also needed to confirm that ASIC had no objection to the scheme, as required by s 411(17)(b) of the Act.

In its reasoning, the court found that while there were procedural irregularities, they did not result in substantial injustice to the shareholders. The shareholders had been given adequate time to consider the scheme and the irregularities did not prejudice their ability to make an informed decision. The court also determined that the scheme was fair and reasonable, and that all statutory requirements had been met. ASIC's lack of objection further supported the court's decision. Consequently, the court approved the amended scheme under s 411(4)(b) and s 411(6) of the Act.

The court ordered that the amended Structure A Scheme of Arrangement be approved and that VRL lodge a copy of the approved scheme with ASIC. The court also exempted VRL from certain compliance requirements related to the lodging of the scheme with ASIC. These orders were to be entered forthwith, as per rule 39.34 of the Federal Court Rules 2011. The court's decision effectively allowed the scheme to proceed, subject to the modifications and amendments outlined in the judgment.