Aurox Resources Ltd, in the matter of Aurox Resources Ltd (No 2) [2010] FCA 1023

Aurox Resources Ltd, in the matter of Aurox Resources Ltd (No 2) [2010] FCA 1023

The Court approved the scheme because the statutory requirements under s 411 had been met, including despatch of the approved scheme booklet, holding of the members' meeting and obtaining the requisite majorities; the conditions precedent had been certified as satisfied; there was no basis to find the members acted...

Source-derived case information.

Jurisdiction
Australia
Judgment Date
12 August 2010
Procedural Posture
Application for Approval of a Scheme of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Second Hearing
Outcome
Scheme of arrangement approved and exemption from compliance with s 411(11) granted.
Legal Topics
['scheme of Arrangement' 'merger of Publicly Listed Companies' 'approval Under S 411 of the Corporations Act 2001 (cth)' 'exemption From S 411(11) of the Corporations Act 2001 (cth)']
['corporations Law'] ['scheme of Arrangement' 'merger of Publicly Listed Companies' 'approval Under S 411 of the Corporations Act 2001 (cth)' 'exemption From S 411(11) of the Corporations Act 2001 (cth)']

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Procedural Posture

Application for Approval of a Scheme of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Second Hearing

Legal Issues

  1. 1 ['Whether the scheme of arrangement between Aurox Resources Ltd and Atlas Iron Ltd should be approved under s 411 of the Corporations Act 2001 (Cth).' 'Whether the statutory conditions and requisite member majorities under s 411 had been satisfied.' 'Whether the members acted in good faith and for a legitimate purpose.' 'Whether the scheme was fair and reasonable.' 'Whether any consideration under s 411(17) of the Corporations Act 2001 (Cth) warranted refusal of approval.' 'Whether Aurox Resources Ltd should be exempted from compliance with s 411(11) of the Corporations Act 2001 (Cth).']

Ratio Decidendi

The Court approved the scheme because the statutory requirements under s 411 had been met, including despatch of the approved scheme booklet, holding of the members' meeting and obtaining the requisite majorities; the conditions precedent had been certified as satisfied; there was no basis to find the members acted other than in good faith and for a legitimate purpose; the proposal was fair and reasonable; the break fee was a genuine pre-estimate of Atlas's possible damages if the scheme did not proceed; ASIC had no objection under s 411(17)(b); and no discretionary reason existed to refuse approval. The Court also exempted Aurox from compliance with s 411(11) because it would become a...

Court Disposition

Scheme of arrangement approved and exemption from compliance with s 411(11) granted.

Orders

  • ['Pursuant to sections 411(4)(b) and 411(6) of the Corporations Act, the scheme of arrangement in this proceeding (Scheme), a copy of which is contained in the annexure marked CJF 1 to the affidavit of Craig John Ferrier sworn on 9 August 2010, be approved.' 'Pursuant to section 411(12) of the Corporations Act, that...