We believe that was the main aspect of the objection. The systems of other jurisdictions have been challenged on the basis of gaps in disclosure. For example, in Kasbah Resources Limited (No. 2)  FCA 1518, the Australian Federal Court refused to approve a proposed scheme of arrangement when it was accepted that a fundamental error had been found in the valuation methodology in the independent report. This led to a change in the conclusion in the fairness opinion from “fair and reasonable” to “not fair, but reasonable”. In the Metlifecare programme, the opposing shareholder argued that the shareholders were not aware, on the basis of the Scheme Booklet, that many of the overseas hedge funds recruited by the company`s financial adviser had strategic and short-term investment interests. This means that shareholders are not in a position to make an informed decision as to whether to follow the example of these shareholders and/or give weight to the fact that a majority of directors have supported the system. The judge did not accept that the Scheme Booklet contained this degree of detail: it was up to the shareholders to decide whether they should vote for or against the scheme on the basis of their own circumstances and not those of other shareholders. The Court accepted that, in each listed company, the objectives and aspirations of the shareholders will inevitably be different. The shareholder also provided its own expertise, criticizing the independent consultant`s report presented to shareholders. The independent adviser, for his part, responded to these criticisms.
However, in considering whether to issue final injunctions, the Court refused to analyse in detail the points raised and found that, on 5 July, APVG made the non-binding offer to acquire Metlifecare, which operates elderly villages. The programme will be implemented at the end of October. Kim Ellis, president of Metlifecare, does not recommend that shareholders vote in favor of the revised system. Director Carolyn Steele abstained given her connection to NZ Super. Metlifecare`s Board of Directors unanimously believed that the program should be submitted to shareholders. Metlifecare`s Board of Directors unanimously recommends that shareholders vote in favour of the transaction, provided that the price of the system is below or above the valuation range set by an independent consultant and, in the absence of a superior proposal (as defined in the ASA). . . .