Event and Time
Event Description
- The case involves a scheme of arrangement proposed by Prospa Group Ltd (Prospa) under sections 411 and 1319 of the Corporations Act 2001 (Cth) (the Act).
- Prospa, an online lender to small businesses in Australia and New Zealand, sought Court approval for the acquisition of all issued shares (exclusions apply) by Salkbridge Pty Ltd (BidCo), which is linked to a consortium led by Salter Brothers Asset Management Pty Ltd (SBAM).
- A scheme meeting was held on 16 July 2024, where the scheme was approved by requisite majorities.
Application and Claims
- Prospa filed an application on 29 May 2024 for orders approving the scheme of arrangement.
- It claims they complied with statutory requirements and sought judicial confirmation of these claims before proceeding with the arrangement.
Judicial Decisions
- On 31 July 2024, the Court approved the scheme of arrangement during a second hearing where no objections were raised. Orders were made for the approval of the scheme following the requirements set forth in the Act.
Dispute Points and Legal Basis
Dispute Points
- Prospa's Arguments:
- Compliance with the statutory requirements of the Act, as the shareholders were adequately informed and the required majority was achieved. - The scheme is fair, reasonable, and in the best interest of Prospa shareholders, as indicated by the independent expert's report.
- Counterarguments (Hypothetical, as no objections were raised):
- Potential concerns regarding the adequacy of disclosures before the scheme meeting, although none were noted at the actual hearing. - The level of participation in the voting process could indicate a lack of engagement or support, though it was deemed satisfactory.