Application to convene meetings for concurrent and interconditional shareholder and optionholder schemes
Schemes intended to result in acquisition of plaintiff by an offshore company having common directors, so as to consolidate ownership of significant lithium project
Quick Take
1At the first court hearing for a scheme of arrangement under s 411 of the Corporations Act, the court's role is to assess whether the scheme is bona fide, properly proposed, and of such a nature that sensible businesspeople might consider it of benefit — the court does not scrutinise the commercial merits at this stage.
2Where an independent expert concludes a share scheme is 'not fair but reasonable', this does not preclude the scheme being put to securityholders, provided the expert's opinion and reasoning are prominently and adequately disclosed in the scheme booklet.
3Conflicts of interest arising from commonality of directors between a scheme proponent and the acquiring entity can be appropriately managed through an independent board committee and adequate disclosure, consistent with Takeovers Panel Guidance Note 19.
