Talison Lithium Ltd, in the matter of Talison Lithium Ltd (No 2) [2013] FCA 535

Talison Lithium Ltd, in the matter of Talison Lithium Ltd (No 2) [2013] FCA 535

The Court approved the Share Scheme and Option Scheme because Talison complied with the Court's directions and statutory requirements, the statutory majorities were obtained, ASIC provided a no-objection letter satisfying s 411(17)(b), there was no reason to conclude that the Schemes were proposed for an impermissible Ch 6 avoidance purpose, the Schemes were fair and reasonable and supported by the Independent Expert, the Windfield financing package did not create unacceptable conditionality or performance risk, there was full disclosure and procedural integrity, and no party opposed approval.

Jurisdiction
Australia
Judgment Date
31 May 2013
Procedural Posture
Corporations Application for Approval of Schemes of Arrangement Under S 411(4)(b) of the Corporations Act 2001 (cth) / Second Court Hearing
Outcome
Schemes approved and exemption from compliance with s 411(11) granted.
Legal Topics
['schemes of Arrangement' 'court Approval Under S 411(4)(b)' 'asic No Objection Statement Under S 411(17)(b)' 'exemption From S 411(11)' 'scheme Conditionality and Financing' 'statutory Majorities']
['corporations Law'] ['schemes of Arrangement' 'court Approval Under S 411(4)(b)' 'asic No Objection Statement Under S 411(17)(b)' 'exemption From S 411(11)' 'scheme Conditionality and Financing' 'statutory Majorities']

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Procedural Posture

Corporations Application for Approval of Schemes of Arrangement Under S 411(4)(b) of the Corporations Act 2001 (cth) / Second Court Hearing

Legal Issues

  1. 1 ['Whether the Court should approve the Share Scheme and Option Scheme under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether the requirements of s 411, including statutory majorities and compliance with Court directions, had been satisfied.' 'Whether s 411(17) was satisfied and whether the Schemes had been proposed for the purpose of avoiding Ch 6.' "Whether matters raised by ASIC concerning Windfield's financing conditions should preclude approval." 'Whether Talison should be exempted from compliance with s 411(11) in relation to the Share Scheme.']

Ratio Decidendi

The Court approved the Share Scheme and Option Scheme because Talison complied with the Court's directions and statutory requirements, the statutory majorities were obtained, ASIC provided a no-objection letter satisfying s 411(17)(b), there was no reason to conclude that the Schemes were proposed for an impermissible Ch 6 avoidance purpose, the Schemes were fair and reasonable and supported by the Independent Expert, the Windfield financing package did not create unacceptable conditionality or performance risk, there was full disclosure and procedural integrity, and no party opposed approval.

Court Disposition

Schemes approved and exemption from compliance with s 411(11) granted.

Orders

  • ["Pursuant to section 411(4)(b) of the Corporations Act 2001 (Cth) (Act), the scheme of arrangement between the plaintiff and certain of its members, a copy of which is on the court file and marked 'A', is approved." "Pursuant to section 411(4)(b) of the Act, the scheme of arrangement between the plaintiff and its...