Ruling says holding such a meeting will not be useful in the circumstances
Australia’s Federal Court has cancelled a meeting of the plaintiff’s shareholders scheduled to consider and potentially approve a proposed scheme of arrangement between the plaintiff company and its shareholders.
In Platinum Capital Limited, in the matter of Platinum Capital Limited, [2025] FCA 925, the court made 7 July 2025 orders convening a meeting of the plaintiff’s shareholders at 12:00 p.m. on 12 August 2025, as well as ancillary orders.
The meeting aimed to consider and, if deemed fit, approve a scheme of arrangement proposed between the plaintiff and its shareholders.
The plaintiff applied under s 1319 of the Corporations Act 2001 (Cth) to cancel the meeting convened under s 411(1) of the Corporations Act and vacate the orders relevant to holding the meeting.
The plaintiff alleged there would be no utility in holding the scheme meeting because the required majorities would not likely pass the scheme resolution, given the opposition of the substantial shareholder, L1 Capital.
The parties to a scheme implementation deed executed a deed terminating this earlier deed on 5 August 2025, as confirmed by an ASX announcement that day.
Also on 5 August 2025, the plaintiff released an ASX announcement stating that:
The order of the Federal Court of Australia:
The court determined that it had power under s 1319 of the Corporations Act to cancel a scheme meeting convened under s 411(1) of the Corporations Act if there was no utility in holding the meeting.
In this case, the court found it appropriate not to push through with the plaintiff’s scheme meeting, given that:
