Practical Law Corporate has published a suite of new documents to assist practitioners advising on a members' scheme of arrangement, including the key documents: the scheme booklet and scheme implementation deed.

The documents, which can be found in the members' schemes of arrangement topic, are:

• Standard document, Scheme implementation deed. The scheme implantation deed (or agreement) is a document entered into by the bidder and the target immediately before publicly announcing the scheme proposal that sets out key terms and conditions on which the bidder will acquire the target's securities.
• Standard document, Scheme booklet. This scheme booklet contains the information required to be contained in the explanatory statement that is sent to shareholders under section 412 of the Corporations Act 2001 (Cth). It can be used for a scheme of arrangement where only cash is being offered as consideration for the scheme. To complement the scheme booklet, Practical Law Corporate has also published the following standard documents:
  • Consent to be named in scheme booklet, which can be used to obtain consent from a party to be named in a scheme booklet;
  • Consent to inclusion of statements in scheme booklet, which can be used to obtain consent from a party to inclusion of statements in a scheme booklet;
  • Draft scheme booklet review, which is a checklist of regulatory and legislative matters to help ensure compliance with regulatory and legislative requirements when drafting an explanatory statement to be sent to the members of a target company undertaking a scheme of arrangement that can also be provided to the Australian Securities and Investments Commission (ASIC) with the draft scheme booklet to assist ASIC with its review; and
  • Letter to ASIC enclosing a draft scheme booklet for review, which can be used when lodging the scheme booklet with ASIC.
• Standard document, Scheme of arrangement. The scheme of arrangement is the formal document that sets out the terms of the proposed scheme of arrangement between the target and its shareholders. This is the document that is subject to approval by both target shareholders at the scheme meeting and the court.
• Standard document, Deed poll: scheme of arrangement. This is the deed poll executed by the bidder company pursuant to which the bidder undertakes to perform its obligations under the scheme, including payment of scheme consideration to target shareholders if the scheme is approved.

Practical Law Corporate has also published, Toolkit, Members' schemes of arrangement, which is a guide to Practical Law's resources on members' schemes of arrangement, including links to our resources.