Alumina Limited, in the matter of Alumina Limited [2024] FCA 806

Alumina Limited, in the matter of Alumina Limited [2024] FCA 806

The scheme of arrangement was approved because it complied with all statutory and procedural requirements under the Corporations Act 2001 (Cth), received overwhelming shareholder support with proper notice, no opposition was raised, full and fair disclosure was made, and an independent expert found the scheme fair and reasonable; the requirements for US Securities Act s 3(a)(10) exemption were met, and ASIC raised no objection.

Jurisdiction
Australia
Judgment Date
22 July 2024
Procedural Posture
Scheme of Arrangement (corporations) / Second Court Hearing, Approval of Scheme
Outcome
Scheme of arrangement approved; exemption from s 411(11) granted.
Legal Topics
['scheme of Arrangement' 'share Acquisition' 'court Approval' 'us Securities Law Exemption']
['corporations Law' 'commercial Law'] ['scheme of Arrangement' 'share Acquisition' 'court Approval' 'us Securities Law Exemption']

Case Brief

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Procedural Posture

Scheme of Arrangement (corporations) / Second Court Hearing, Approval of Scheme

Legal Issues

  1. 1 ['Whether the scheme of arrangement between Alumina Limited and its shareholders should be approved under s 411(4) of the Corporations Act 2001 (Cth)' 'Whether exemption from compliance with s 411(11) of the Corporations Act 2001 (Cth) should be granted' 'Whether the conditions for the US Securities Act s 3(a)(10) exemption are met']

Ratio Decidendi

The scheme of arrangement was approved because it complied with all statutory and procedural requirements under the Corporations Act 2001 (Cth), received overwhelming shareholder support with proper notice, no opposition was raised, full and fair disclosure was made, and an independent expert found the scheme fair and reasonable; the requirements for US Securities Act s 3(a)(10) exemption were met, and ASIC raised no objection.

Court Disposition

Scheme of arrangement approved; exemption from s 411(11) granted.

Orders

  • ['The scheme of arrangement between Alumina Limited and its shareholders is approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Alumina Limited is exempted from compliance with section 411(11) of the Corporations Act in respect of the Scheme, under s 411(12).' 'Notation: ASIC has no objection to the...