WCM Global Long Short Limited, in the matter of WCM Global Long Short Limited

WCM Global Long Short Limited (WLS), a listed investment company, applied to the Federal Court for orders to convene a meeting of its shareholders to consider and, if thought fit, approve a proposed scheme of arrangement between WLS and its shareholders. The court was required to determine whether the application was supported by adequate disclosure and whether the scheme was of such nature and cast in such terms that, if approved by the requisite majorities at the meeting, the court would likely approve it. The court found that the application was supported by adequate disclosure in the Scheme Booklet and that the scheme was of such a nature and cast in such terms that, if approved by the requisite majorities at the meeting, the court would likely approve it. Accordingly, the court made the orders sought by WLS.

The court's reasoning was based on the submissions made by WLS and the contents of the Scheme Booklet. The court found that the Scheme Booklet contained adequate disclosure of the terms of the scheme, the reasons for the proposed restructuring, and the benefits and risks to WLS shareholders. The court also found that the scheme was of such nature and cast in such terms that, if approved by the requisite majorities at the meeting, the court would likely approve it. The court noted that the scheme was a compromise or arrangement within the meaning of section 411 of the Corporations Act 2001 (Cth) and that the court would consider the fairness and reasonableness of the scheme to WLS shareholders. The court also noted that the scheme provided for the exchange of WLS shares for "New WCMQ Units" based on a formula that took into account the post-tax net tangible asset per WLS share and the net asset value per WCMQ Unit on the Calculation Date. The court found that the scheme was fair and reasonable to WLS shareholders and that the court would likely approve it if approved by the requisite majorities at the meeting.