Corrs Chambers Westgarth has advised Plantic Technologies Limited (Plantic), an Australian public company listed on the AIM financial market operated by the London Stock Exchange, on its successful merger by scheme of arrangement with Gordon Merchant No. 2 Pty Ltd (GM).
The scheme was approved by the Supreme Court of Victoria in late November with implementation being finalised in early December 2010. The scheme meeting was held in Melbourne with a teleconference link to the UK.
Plantic manufactures and sells internationally a biodegradable and organic bio-plastic, based on corn starch, as an alternative to conventional plastic.
GM is controlled by the founder of surfwear company Billabong International, Mr Gordon Merchant, who was also a director of Plantic. Prior to its bid, GM was the company’s largest shareholder.
Corrs advised Plantic on all aspects of the transaction. The Corrs team was led by M&A partner Jeremy McCarthy and included lawyers Chris Taylor and Tom Barry and David Gilbertson of counsel.
The relationship between the holders of Australian ordinary shares and UK depository interests led the Court to make orders allowing both to vote in person at the scheme meeting, which required weaving a novel path through the laws relating to proxies and corporate representatives.
Corrs had previously advised Plantic on its listing on AIM in 2007.
Corrs M&A partner Jeremy McCarthy commented:
“The deal raised numerous complexities. Apart from the share scheme, there was also an option scheme of arrangement, insider protocols due to the bidder also having board representation, cross border issues due to Plantic shares trading on the AIM via depository interests, AIM Rules considerations, foreign security issues plus the usual matters to be dealt with in managing a scheme of arrangement including potential “head-count test” issues and a tight timetable. However, despite the complexity, the deal was overwhelmingly supported and it was pleasing to hear the Court comment that this was the first scheme meeting it had considered that did not have any procedural irregularities.”
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