Andean Resources Limited, in the matter of Andean Resources Limited [2010] FCA 1190

Andean Resources Limited, in the matter of Andean Resources Limited [2010] FCA 1190

The Court was satisfied that the scheme proposal fit within the statutory concept of an arrangement, that ASIC had received the required notice and reasonable opportunity to examine the scheme and draft explanatory statement, that shareholders would receive the main facts relevant to their decision, and that no transactional issue identified at the first hearing gave an apparent reason why the scheme should not later be approved if the necessary shareholder majority were achieved. Orders were therefore made convening the scheme meeting and approving dispatch of the explanatory statement.

Jurisdiction
Australia
Judgment Date
29 October 2010
Procedural Posture
Corporations Scheme of Arrangement Application / First Court Hearing Under S 411(1) of the Corporations Act 2001 (cth)
Outcome
Orders made convening the scheme meeting and standing the matter over for any application to approve the scheme.
Legal Topics
['scheme of Arrangement' 'first Court Hearing' "convening Shareholders' Meeting" 'explanatory Statement' 'asic Notice' 'class Composition' 'exclusivity Provisions' 'break Fee']
['corporations Law'] ['scheme of Arrangement' 'first Court Hearing' "convening Shareholders' Meeting" 'explanatory Statement' 'asic Notice' 'class Composition' 'exclusivity Provisions' 'break Fee']

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Procedural Posture

Corporations Scheme of Arrangement Application / First Court Hearing Under S 411(1) of the Corporations Act 2001 (cth)

Legal Issues

  1. 1 ['Whether the proposed scheme of arrangement between Andean Resources Limited and its shareholders concerning transfer of shares to Goldcorp Inc should be put to shareholders at a meeting convened under s 411(1) of the Corporations Act 2001 (Cth).' "Whether the procedural requirements in s 411(2) of the Corporations Act 2001 (Cth), including notice to ASIC and ASIC's opportunity to examine the scheme and draft explanatory statement, were satisfied." 'Whether the explanatory statement and scheme booklet provided sufficient disclosure to shareholders.' 'Whether Sentient Group Limited and ineligible foreign shareholders needed to be constituted as separate classes for voting purposes.' "Whether the merger implementation agreement's exclusivity provisions, matching right, break fee and deemed warranty provisions prevented the Court from convening the scheme meeting."]

Ratio Decidendi

The Court was satisfied that the scheme proposal fit within the statutory concept of an arrangement, that ASIC had received the required notice and reasonable opportunity to examine the scheme and draft explanatory statement, that shareholders would receive the main facts relevant to their decision, and that no transactional issue identified at the first hearing gave an apparent reason why the scheme should not later be approved if the necessary shareholder majority were achieved. Orders were therefore made convening the scheme meeting and approving dispatch of the explanatory statement.

Court Disposition

Orders made convening the scheme meeting and standing the matter over for any application to approve the scheme.

Orders

  • ['Pursuant to subsection 411(1) of the Corporations Act 2001 (Cth), Andean Resources Limited was ordered to convene a meeting of holders of ordinary shares to consider and, if thought fit, agree to the proposed scheme of arrangement.' 'The Scheme Meeting was ordered to be held at 10am (Sydney time) on 3 December...