In the matter of WGA Group Holdings Pty Ltd

[2026] NSWSC 1014

Supreme Court of NSW

Built by Barristers,
For Australian Law.

1. CORPORATIONS — arrangements and reconstructions — schemes of arrangement or compromise — application under s 411 of the Corporations Act 2001 (Cth) for orders convening meeting of members to consider and, if thought fit, to agree to proposed scheme of arrangement — whether requirements to order scheme meeting are satisfied

A scheme structure in which substantive business warranties are given voluntarily by a special purpose warehouse entity (rather than imposed on individual scheme shareholders) avoids the unresolved question whether a scheme can properly impose substantive warranties on dissenting shareholders; the Court expressed 'real concerns' about such imposition but did not determine the point.
Where base consideration is certain and calculable before the scheme meeting, the existence of additional contingent or deferred consideration components (adjustment amounts, retained amounts, deferred amounts) does not prevent convening of scheme meetings, provided the nature of the consideration is sufficiently disclosed and the independent expert opines the base consideration alone is fair and reasonable.
For an unlisted proprietary company scheme, shareholders receiving materially different consideration (here, Continuing Sellers, Retiring Sellers, and a Warehouse Seller) should vote in separate classes; a single shareholder may constitute its own class.