The plaintiff company succeeded in obtaining orders convening a scheme meeting for shareholders to consider a proposed acquisition scheme, along with orders approving dispatch of the scheme booklet. The court applied established first court hearing principles, confirming the scheme was fit for consideration where the scheme booklet contained prescribed information, ASIC had been given adequate notice, the independent expert opined the scheme was fair and reasonable, break fees were within the 1% threshold consistent with Takeovers Panel Guidance Note 7, and exclusivity provisions contained appropriate fiduciary carve-outs. The court flagged for the second hearing that the scheme consideration trust account should be held with an Australian authorised deposit-taking institution to address performance risk, and that a bidder-provided environmental bond facility was not a coercive lock-up device on the facts.
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