Veda Group Limited, in the matter of Veda Group Limited (No 2) [2016] FCA 103

YATES J: 1 The plaintiff, Veda Group Limited, seeks orders pursuant to ss 411(4)(b) and 411(6) of the Corporations Act 2001 (Cth) (the Act) approving a scheme of arrangement, the terms of which are contained in Annexure D of the scheme booklet which is Exhibit A in the proceeding (the scheme). 2 On 11 December 2015, I made orders pursuant to ss 411(1) and 1319 of the Act providing for the convening of a meeting of members to consider the scheme and, if thought fit, agree to it (the scheme meeting): Veda Group Limited, in the matter of Veda Group Limited [2015] FCA 1506. 3 On 8 February 2016, the meeting was held and the scheme was agreed to by majorities that satisfied the requirement of s 411(4)(a)(ii) of the Act. 4 The following affidavits have been read in support of the orders now sought: Helen Marion Nugent, sworn 8 February 2016; Alexandra Louise Payne, sworn 8 February 2016; and Rakitha Yahan Amaranath, affirmed 8 February 2016. 5 On the evidence before me, I am satisfied that the explanatory statement, represented by the scheme booklet, was registered with the Australian Securities and Investments Commission (ASIC) on 11 December 2015. 6 The scheme meeting was convened and held under s 411(1) of the Act in accordance with the orders made on 11 December 2015. At the meeting held on 8 February 2016, 94.83% of the members present and voting (either in person or by proxy) voted in favour of the scheme. Further, 99.95% of the votes were cast in favour of the scheme. A notice of the second court hearing was published in The Australian newspaper on 5 February 2016, also in accordance with the orders made on 11 December 2015. There is evidence, in the form of a deed, that the conditions precedent to the scheme, as provided in the Scheme Implementation Deed, have either been satisfied or waived: see Exhibit D. ASIC has provided a statement in writing that it has no objection to the scheme: see Exhibit C. Accordingly, there is no impediment under s 411(17) of the Act to the Court giving that approval that is sought. 7 I am satisfied that the scheme is fair and reasonable. In this connection, I note that the plaintiff's directors unanimously recommended the scheme to members; no superior proposal has been forthcoming; the independent expert, Grant Samuel & Associates Pty Limited, has provided an opinion that the scheme is fair and reasonable and in the best interests of members; the scheme has been agreed to by the members, with the significant majorities I have recorded; and no person has come forward to oppose the scheme. 8 There are no matters arising out of the convening of the scheme meeting, the conduct of the meeting or the approval given by the plaintiff's members that require mention. 9 All necessary procedural requirements have been satisfied for the approval that is now sought from the Court. There is no discretionary reason why approval should not be given. The scheme should, therefore, be approved by the Court. I will also order that, pursuant to s 411(12) of the Act, the plaintiff be exempted from compliance with s 411(11). I certify that the preceding nine (9) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Yates.