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ITX Group Pty Limited, in the matter of ITX Group Pty Limited (No 2) [2010] FCA 1501

by Martha.Ware 7. June 2011 14:15

Facts

itX Group Pty Limited (the Company) applied to the court for the approval of a scheme of arrangement following the requisite majority agreement of its shareholders. The court had previously granted orders to the effect that the Company convene a meeting of its ordinary shareholders for the purpose of considering, and if thought fit, approving a scheme of arrangement between the Company and its shareholders.  The meeting was held following the annual general meeting: [1].

 

At the annual general meeting a special resolution was passed approving the payment of a special dividend. A resolution agreeing to the scheme was also passed by the shareholders: [3].

 

Emmett J was satisfied that the meeting was convened in accordance with the order of the Court and the Rules: [2].

 

A class ruling was issued by the Commissioner of Taxation as to the effect of the scheme on shareholders.  This was one of a number of events conditional to the scheme. Certificates were provided to the court to show that all required conditions had been satisfied: [4].

 

ASIC was shown to have no objection to the scheme of arrangement (s 411(17)(b) of the CA requirement): [5].

 

Outcome

Emmett J found that in all circumstances it was appropriate to approve the scheme of arrangement pursuant to s 411(4)(b) of the CA. Emmett J also considered it appropriate that the company be exempted from complying with s 411(11) of the CA: [5].

 

Relevant paragraphs of Ford

[24.060], [24.071]

Tags:

Ford's Principles of Corporations Law



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