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[2019] FCA 1507
Federal Court of Australia
2019-09-12
Beach J, Farrell J
Original judgment source is linked above.
FARRELL J 1 These are the reasons for orders made under s 411 of the Corporations Act 2001 (Cth) approving a proposed scheme of arrangement between Ruralco Holdings Limited and its shareholders in the form of exhibit A in these proceedings. The background to the proposed scheme is set out in reasons published following the first court hearing: see Ruralco Holdings Limited, in the matter of Ruralco Holdings Limited [2019] FCA 878. 2 The scheme meeting was held on 6 September 2019 and the resolution was approved by 98.74% of votes cast (in respect of 67,197,207 shares out of 105,052,247 issued shares) by 1,126 (or 92.83%) of shareholders present at the meeting in person or by proxy. 859,656 votes were cast by 87 shareholders against the resolution. Ten shareholders abstained in respect of 152,975 shares. 3 Set out in the annexure to these reasons is a copy of submissions of Ruralco's senior counsel, Mr Jackman SC, filed by Ruralco. The Court notes that those submissions set out: (1) The formal matters which must be proved at the second court hearing and the evidence on which Ruralco relies to establish them. (2) The role of the Court at the second court hearing as summarised by Beach J in Amcor Limited, in the matter of Amcor Limited (No 2) [2019] FCA 842 at [7] to [11]. (3) The factors which the Court generally takes into account in exercising its discretion. 4 At the second court hearing, Mr Jackman tendered the "usual letter" from the Australian Securities and Investments Commission dated 11 September 2019 (exhibit 2) stating that it has no objection to the Court making orders approving the scheme and certificates by Ruralco and Nutrien Limited in relation to the satisfaction of conditions precedent (exhibit 3). 5 No shareholder of Ruralco appeared to oppose the Court making the orders sought by Ruralco. 6 Having regard to the evidence, the role of the Court at a second court hearing and the discretionary matters commonly taken into account, the Court formed the view that it was appropriate to make the orders sought by Ruralco. I certify that the preceding six (6) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Farrell.