iSOFT Group Limited, in the matter of iSOFT Group Limited (No 2) [2011] FCA 882

REASONS FOR JUDGMENT 1 On 9 June 2011, the Court ordered that meetings of members and option holders of iSOFT Group Limited (the Company) be held for the purpose of considering and, if thought fit, agreeing to proposed schemes of arrangement with the Company. The Court approved the sending of an explanatory memorandum to the two groups who were being invited to approve schemes, explaining the schemes' effect. Scheme booklets have been forwarded to the intended recipients, in accordance with the orders made by the Court. However, it has now become apparent that there are two typographical errors in the scheme booklet. 2 The scheme booklet contains a glossary defining various terms. The first error is that, under the phrase Applicable Option Scheme Consideration, the consideration payable to three categories of option holders is described inaccurately, in that it is stated as being 0.1 cents below the actual consideration intended to be provided. 3 The second error is that, in Schedule 1 to the option scheme, the respective considerations payable to two tranches of option holders have been inadvertently transposed. There are four option holders who are within the two tranches. It is intended that the ISFAH tranche will receive consideration of 3.3 cents and that the ISFAK tranche will receive consideration of 1.9 cents. Elsewhere in the scheme booklet, and, in particular, in the report of Lonergan Edwards, which is part of the scheme booklet, the consideration is correctly stated. For more abundant caution, the Company proposes to despatch to option holders a supplementary explanatory statement indicating the errors and correcting them. The proposed form of supplementary explanatory statement is an exhibit to an affidavit sworn by the Company's solicitor. 4 It is proposed that the supplementary explanatory statement be sent to each option holder, including those in tranches unaffected by the error, by various means including pre-paid ordinary post, facsimile communication, email, and hand delivery. In the circumstances, it is also proposed that the time by which proxy forms must be returned in respect of the Options Scheme of Arrangement, as that term is defined in the orders of 9 June 2011, be extended. 5 In all of the circumstances, I consider that the errors are unlikely to have any material effect on the capacity of the recipients of the explanatory memorandum to make an informed judgment. It is therefore appropriate to accede to the Company's request that the proposed supplementary explanatory statement be approved for distribution to option holders. I certify that the preceding five (5) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Emmett.