Aldridge Uranium Limited, in the matter of Aldridge Uranium Limited (No 2) [2010] FCA 1424

Aldridge Uranium Limited, in the matter of Aldridge Uranium Limited (No 2) [2010] FCA 1424

The Court approved the Scheme because the statutory requirements of Pt 5.1 and s 411 were complied with, the required shareholder majorities were achieved, ASIC had provided a no objection statement, the Scheme was not pursued for an illegitimate purpose, and the proposal was fair and reasonable. The condition...

Source-derived case information.

Jurisdiction
Australia
Judgment Date
08 December 2010
Procedural Posture
Corporations Scheme of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Final Application for Approval of the Scheme of Arrangement and Consequential Orders
Outcome
Scheme of Arrangement approved subject to condition; exemption and consequential orders made.
Legal Topics
['scheme of Arrangement' 'court Approval Under S 411(4)(b)' 'conditional Approval Under S 411(6)' 'asic No Objection Statement' 'consequential Orders Under S 413(1)(f)']
['corporations Law'] ['scheme of Arrangement' 'court Approval Under S 411(4)(b)' 'conditional Approval Under S 411(6)' 'asic No Objection Statement' 'consequential Orders Under S 413(1)(f)']

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Procedural Posture

Corporations Scheme of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Final Application for Approval of the Scheme of Arrangement and Consequential Orders

Legal Issues

  1. 1 ['Whether the statutory requirements for approval of the Scheme under s 411 of the Corporations Act 2001 (Cth) had been met.' 'Whether the Scheme was approved by the required shareholder majorities, in good faith, and was fair and reasonable.' 'Whether the Court should approve the Scheme subject to the condition that Aldridge lodge the orders with ASIC only when ASX announces reinstatement of the suspended AWH securities to official quotation.' 'Whether consequential orders should be made under s 413(1)(f) concerning the AWH Scheme Consideration.']

Ratio Decidendi

The Court approved the Scheme because the statutory requirements of Pt 5.1 and s 411 were complied with, the required shareholder majorities were achieved, ASIC had provided a no objection statement, the Scheme was not pursued for an illegitimate purpose, and the proposal was fair and reasonable. The condition delaying lodgment with ASIC until the ASX announced reinstatement of AWH securities was justified under s 411(6) because it brought the Scheme into line with the Explanatory Statement and the reasonable contemplation of members, did not change the substance of the Scheme, and avoided an impediment to its proper operation.

Court Disposition

Scheme of Arrangement approved subject to condition; exemption and consequential orders made.

Orders

  • ['The Scheme of Arrangement between the Plaintiff and its members was approved subject to the condition that Aldridge will only lodge with the Australian Securities and Investments Commission an office copy of the orders pursuant to clause 4.1 of the Scheme when the ASX has announced that it will reinstate the...