Where consortium shareholders are offered mixed consideration (cash and scrip) under a scheme of arrangement while general shareholders receive cash only, separate scheme meetings are required for the two classes. A board may decline to make a recommendation on the mixed consideration election where the consortium shareholders are sophisticated investors who have already contractually committed to their elections, provided the scheme booklet otherwise contains adequate information for an informed decision. Exclusivity provisions including a break fee of 0.75% of implied scheme value are within generally accepted commercial parameters.
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