Youfoodz Holdings Limited, in the matter of Youfoodz Holdings Limited

In the matter of Youfoodz Holdings Limited, Youfoodz sought orders to convene a meeting of its ordinary shareholders to consider a proposed scheme of arrangement. The scheme, if implemented, would result in the transfer of all shares held by shareholders as of the scheme record date to Cook E Services Australia Pty Ltd, a subsidiary of HelloFresh SE. The court considered the application under section 411(1) of the Corporations Act 2001 (Cth) and was satisfied that the scheme was likely to be approved if it achieved the necessary statutory majorities at the meeting. The court noted that the scheme was in a conventional form, and the shareholders would be presented with a detailed analysis by independent experts, including a discussion of its advantages and disadvantages, and the recommendation of the relevant directors. The court also considered the Independent Expert Report, which opined that the scheme was fair and reasonable, and in the best interests of the relevant shareholders as a whole in the absence of a superior proposal. The court concluded that the scheme was appropriate for the exercise of its discretion to convene a meeting of shareholders to enable the scheme to be considered.

The court made several orders, including convening a meeting of Youfoodz shareholders on 8 October 2021 to consider and, if thought fit, resolve to approve the scheme. The meeting was to be conducted electronically through an online platform. The court also ordered that the scheme meeting be convened by sending an email or hard-copy documents to each shareholder, depending on their preference for receiving notices of meetings. The court further ordered that voting on the resolution to approve the scheme be conducted by way of a poll and that a proxy form in respect of the scheme meeting be valid and effective if completed and delivered by 10:00 am (Sydney time) on 6 October 2021. The court also dispensed with certain rules and exempted Youfoodz from compliance with others. The further hearing of the originating process was adjourned to 13 October 2021.