7. June 2011 14:15
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: .
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: .
Emmett J was satisfied that the meeting was convened in accordance with the order of the Court and the Rules: .
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: .
ASIC was shown to have no objection to the scheme of arrangement (s 411(17)(b) of the CA requirement): .
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: .
Relevant paragraphs of Ford