The case confirms the settled approach to convening orders under s 411(1) of the Corporations Act 2001 (Cth), applying established principles regarding deemed warranty clauses, exclusivity provisions (with fiduciary carve-out required only for no-talk provisions), break fees within the Takeovers Panel's 1% guideline, performance risk mechanisms, and the community of interest test for class composition. An option deed over approximately 19.9% of the target's shares does not give rise to separate classes where the option price is equivalent to the scheme consideration.
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