Mainstream Group Holdings Limited, in the matter of Mainstream Group Holdings Limited (Scheme Meeting Orders) [2021] FCA 1163

PERRAM J: 1 A meeting of the shareholders of Mainstream Group Holdings Limited ('Mainstream') is to be held at 10.30 am on 6 October 2021. It has been convened by orders made by this Court on 4 August 2021: Mainstream Group Holdings Limited, in the matter of Mainstream Group Holdings Limited (First Scheme Hearing) [2021] FCA 948. The meeting is to consider a proposed scheme of arrangement under which all the ordinary shares in Mainstream will be acquired by Apex Fund Holdings Australia Pty Limited for $2.80 per share. At the time the Court convened the meeting, it also made extensive directions regulating, broadly speaking, the provision of information to shareholders about the proposal and the conduct of the meeting itself. 2 Mainstream now seeks four adjustments to these orders. First, it seeks an order that would permit shareholders who lodge direct votes prior to the meeting to count as being present at the meeting. Secondly, it seeks to be relieved of the obligation to personalise the proxy forms distributed by email and to leave it instead to each relevant shareholder to complete the entirety of the proxy form on their own. Thirdly, it seeks to adjust the manner in which shareholders may ask questions at the meeting by replacing a regime in which shareholders were only able to type their questions which were then to be displayed and read out by the Chairperson with a new regime whereby shareholders will actually be able to address the virtual meeting (it being noted that this scheme of arrangement has been pursued during the pendency of the COVID-19 pandemic). Fourthly, it seeks to change the date upon which a newspaper advertisement is to be published from 16 September 2021 to 8 October 2021, to correspond with an antecedent change to the date of the scheme meeting. 3 I am satisfied that the Court has the power under ss 411 and 1319 of the Corporations Act 2001 (Cth) to make all of these orders and that they should be made. It was for that reason that I made the orders that I did on 24 September 2021. I certify that the preceding three (3) numbered paragraphs are a true copy of the Reasons for Judgment of the Honourable Justice Perram.