Event and Time
Event Description
The case pertains to the approval of a scheme of arrangement under section 411 of the Corporations Act 2001 (Cth) initiated by iCar Asia Limited, involving a meeting of scheme shareholders.
Application and Claims
- Plaintiff: iCar Asia Limited ("iCar")
- Objective: To seek court approval for a proposed scheme of arrangement between iCar and its shareholders, excluding certain Excluded Shareholders (namely Carsome Group).
- Claims: Procedural compliance with the statutory requirements for the arrangement, satisfactory voting outcomes from shareholders, and the necessity for court approval to implement the scheme.
Judicial Decisions
The court approved the scheme of arrangement based on the findings relating to compliance with statutory requirements and the substantial majority of votes in favor of the scheme.
Dispute Points and Legal Basis
Dispute Points
- iCar’s Position:
- The scheme meeting was duly called and held, with substantial participation and overwhelming support (94.89% of scheme participants voted in favor). - No objections were raised by any shareholders during the meeting or the court hearing. - Compliance with the statutory requirements and full disclosures were maintained, alongside the endorsement from ASIC.
- Potential Barriers:
- Despite the majority, the court retains discretion to approve the scheme based on fairness, reasonableness, and other relevant legal principles. - Considerations regarding whether all minority shareholders would be safeguarded and not oppressed by the scheme.
Ruling and Impact
Ruling Result
The court approved the scheme under sections 411(4)(b) and 411(6) of the Corporations Act after confirming: