In the matter of Wollongong Coal Limited; In the matter of Jindal Steel & Power (Australia) Pty Limited [2020] NSWSC 614

In the matter of Wollongong Coal Limited; In the matter of Jindal Steel & Power (Australia) Pty Limited [2020] NSWSC 614

The Court had power, preferably under UCPR r 1.12 on the basis that the scheme terms were subsumed into the Court's orders, to retrospectively extend the relevant time periods. The failure to satisfy the conditions precedent resulted from delay in the relevant waivers taking effect; the schemes and application were supported by creditors exceeding the statutory majorities by number and value; failure of the schemes would deprive WCL, JSPAL and consenting creditors of expected benefits and expose the companies to risk of external administration; and requiring a new meeting would have no practical utility and would cause considerable wasted costs. The discretion should therefore be...

Jurisdiction
Australia
Judgment Date
22 May 2020
Procedural Posture
Corporations List Application Concerning Schemes of Arrangement / Interlocutory Process Seeking Retrospective Extension of Time for Satisfaction or Waiver of Conditions Precedent to Schemes Approved by the Court
Outcome
Orders made retrospectively extending time for satisfaction or waiver of conditions precedent to the schemes of arrangement.
Legal Topics
['schemes of Arrangement' 'retrospective Extension of Time' 'conditions Precedent' 'ucpr R 1.12' 'ucpr R 36.17' 'corporations Act S 1322(4)(d)']
['corporations' 'civil Procedure'] ['schemes of Arrangement' 'retrospective Extension of Time' 'conditions Precedent' 'ucpr R 1.12' 'ucpr R 36.17' 'corporations Act S 1322(4)(d)']

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Procedural Posture

Corporations List Application Concerning Schemes of Arrangement / Interlocutory Process Seeking Retrospective Extension of Time for Satisfaction or Waiver of Conditions Precedent to Schemes Approved by the Court

Legal Issues

  1. 1 ['Whether the Court had power to retrospectively extend time for satisfaction or waiver of conditions precedent to schemes of arrangement approved on 14 February 2020.' 'Whether the power should be exercised where the schemes had terminated according to their terms after conditions precedent were not satisfied or waived by the CP Satisfaction Long Stop Date.']

Ratio Decidendi

The Court had power, preferably under UCPR r 1.12 on the basis that the scheme terms were subsumed into the Court's orders, to retrospectively extend the relevant time periods. The failure to satisfy the conditions precedent resulted from delay in the relevant waivers taking effect; the schemes and application were supported by creditors exceeding the statutory majorities by number and value; failure of the schemes would deprive WCL, JSPAL and consenting creditors of expected benefits and expose the companies to risk of external administration; and requiring a new meeting would have no practical utility and would cause considerable wasted costs. The discretion should therefore be...

Court Disposition

Orders made retrospectively extending time for satisfaction or waiver of conditions precedent to the schemes of arrangement.

Orders

  • ['The CP Satisfaction Long Stop Date was extended to 1 April 2020.' "The Settlement Long Stop Date was extended to a date 7 days after the entry of the Court's orders." 'The extension order was to operate retrospectively from 14 February 2020.']