Where a scheme of arrangement involves scrip consideration that cannot lawfully be offered to securityholders in a foreign jurisdiction, the scheme may be altered to treat those securityholders as ineligible foreign shareholders who receive cash consideration instead, provided the alteration does not affect the spirit and intendment of the scheme. The responsible entity of a managed investment scheme may amend the trust constitution under s 601GC(1)(b) to conform definitions to the altered company scheme, provided the change does not adversely affect securityholders' rights.
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