CTHFCA
GetSwift Limited, in the matter of GetSwift Limited [2020] FCA 1382
[2020] FCA 1382
Federal Court of Australia|2020-09-24|Before: Yates J
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Source factsCourt
Federal Court of Australia
Decision date
2020-09-24
Before
Yates J
Source
Original judgment source is linked above.
Judgment (2 paragraphs)
[1]
- The originating process filed on 21 September 2020 be listed for hearing at 2.15 pm on 8 October 2020 (AEDT) (First Court Hearing).
- Pursuant to ss 411 and 1319 of the Corporations Act 2001 (Cth) (Act), if at the First Court Hearing the Court makes orders in accordance with the relief sought in prayers 1 - 3 of the Originating Process, then the following orders will apply to the conduct of the meeting (Scheme Meeting) of the plaintiff's members (GetSwift Shareholders) convened by the Court under s 411 of the Act, in connection with the proposed scheme of arrangement between the plaintiff and the GetSwift Shareholders (Scheme): (a) the Scheme Meeting be conducted as a virtual meeting by live webcast using audio and audio-visual technology without any requirement for a physical gathering of two or more persons; (b) the Chair, members of the board of directors of the plaintiff, and such other officers and employees of the plaintiff as it thinks fit, be given access to the Scheme Meeting online via a website or other technology in such manner as the plaintiff thinks fit; (c) GetSwift Shareholders and proxies, attorneys and corporate representatives validly appointed by GetSwift Shareholders be given access to the Scheme Meeting online via a website or an application on their mobile device (Mobile App) using registration procedures, login procedures and passwords provided to them and explained in the Notice of Meeting; (d) the plaintiff provide website and mobile access to the Scheme Meeting for such other persons (Guests) as it thinks fit; (e) GetSwift Shareholders and proxies, attorneys and corporate representatives validly appointed by GetSwift Shareholders be permitted to participate in discussion and voting at the Scheme Meeting through the use of audio and audio-visual technology as follows: (i) GetSwift Shareholders and proxies, attorneys and corporate representatives validly appointed by GetSwift Shareholders are to be permitted during the course of the Scheme Meeting to submit questions or motions in writing to the moderator of the Scheme Meeting for consideration by the Chair during the Scheme Meeting, subject to the functions and powers of the Chair under the plaintiff's Constitution and the general law; (ii) any procedural motions, if accepted by the Chair, are to be conducted by way of a poll and may be dealt with by vote of GetSwift Shareholders, proxies, attorneys and corporate representatives using the voting procedures available through the website and Mobile App ; (iii) voting on the resolution to approve the Scheme is to be conducted by way of a poll; (iv) all voting on a poll at the Scheme Meeting will occur by vote using the voting procedures on the website and Mobile App; and by the use of technology made available to the plaintiff to count the number of votes cast by GetSwift Shareholders and proxies, attorneys and corporate representatives on behalf of GetSwift Shareholders and the number of shares to which each vote relates, so that information will be available for the Chair to determine whether the voting requirements of s 411(4)(a)(ii) of the Act have been satisfied; (v) notwithstanding clause 5.12(l) of the plaintiff's Constitution and s 249Y(3) of the Act, the appointment of a proxy or attorney shall not be revoked or suspended by the appointing GetSwift Shareholder (Appointor) attending and taking part in the Scheme Meeting, but if the Appointor votes on a resolution at the Scheme Meeting, the proxy or attorney is not entitled to vote as the Appointor's proxy or attorney on that resolution and any such vote must not be counted in the results of the relevant poll; (vi) the plaintiff must use technology to exclude the counting of any vote by a proxy or attorney on a resolution where the relevant Appointor has also cast a vote on that resolution at the Scheme Meeting; and (vii) the plaintiff must have available at all times during the Scheme Meeting a helpline to assist GetSwift Shareholders, proxies, attorneys and corporate representatives who experience technical difficulties with voting or participation in the Scheme Meeting; (f) Subject to the Court's orders set out above, the provisions of Pt 2G.2 of the Act (save for any replaceable rule) that apply in relation to meetings of the plaintiff's members, and the provisions of the plaintiff's Constitution that apply in relation to meetings of the plaintiff's members which are not inconsistent with Pt 2G.2, will apply to the conduct of the Scheme Meeting.