Wameja Limited, in the matter of Wameja Limited

Wameja Limited, a joint venture partner with Mastercard in the HomeSend global payment hub, sought orders to convene a meeting of its shareholders for the purpose of considering and approving a scheme of arrangement whereby Burst Acquisition Co. Pty Ltd would acquire all issued shares in Wameja for a consideration of £0.08 per Wameja share. The application was made under sections 411(1) and 1319 of the Corporations Act 2001 (Cth) and the scheme booklet containing the explanatory statement was annexed to the originating process. The court was required to decide whether it should grant Wameja's application to convene a meeting of its shareholders for the purpose of considering and approving the scheme of arrangement. The court found that the scheme was a bona fide and properly proposed arrangement which was of such a nature and cast in such terms that, if it received a statutory majority at the meeting, the court would be likely to approve it on the hearing of a petition which was unopposed. The scheme booklet provided proper disclosure to shareholders and ASIC had had a reasonable opportunity to examine the terms of the scheme and the scheme booklet and make submissions. The court was satisfied that the scheme was one which was adequately explained to those who had a financial interest in it and that there was no obvious flaw in the scheme such that it would be inappropriate even for it to be submitted for consideration. The court made orders convening a meeting of Wameja's shareholders for the purpose of considering and approving the scheme of arrangement.