Auvex Resources Ltd, in the matter of Auvex Resources Ltd [2011] FCA 820

Auvex Resources Ltd, in the matter of Auvex Resources Ltd [2011] FCA 820

The Scheme was approved because the plaintiff complied with the Court's meeting orders and statutory requirements, the Scheme was approved by the required statutory majorities, ASIC provided a written no objection statement, there was no evidence that the Scheme was proposed to avoid Chapter 6, the Independent...

Source-derived case information.

Jurisdiction
Australia
Judgment Date
22 July 2011
Procedural Posture
Application for Approval of a Scheme of Arrangement Under S 411(4)(b) of the Corporations Act 2001 (cth) and Exemption Under S 411(12) / Second Court Hearing; Reasons for Orders Made on 20 July 2011
Outcome
Scheme of arrangement approved and exemption from compliance with s 411(11) granted.
Legal Topics
['scheme of Arrangement' 'court Approval of Scheme' 'asic No Objection Statement' 'exemption From Annexing Court Order to Constitution' 'chapter 6 Takeover Avoidance']
['corporations Law'] ['scheme of Arrangement' 'court Approval of Scheme' 'asic No Objection Statement' 'exemption From Annexing Court Order to Constitution' 'chapter 6 Takeover Avoidance']

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Procedural Posture

Application for Approval of a Scheme of Arrangement Under S 411(4)(b) of the Corporations Act 2001 (cth) and Exemption Under S 411(12) / Second Court Hearing; Reasons for Orders Made on 20 July 2011

Legal Issues

  1. 1 ['Whether the scheme of arrangement between Auvex Resources Limited and its members should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether the requirements of s 411(17) of the Corporations Act 2001 (Cth) were satisfied.' 'Whether the plaintiff should be exempted under s 411(12) from compliance with s 411(11) in relation to the Scheme.']

Ratio Decidendi

The Scheme was approved because the plaintiff complied with the Court's meeting orders and statutory requirements, the Scheme was approved by the required statutory majorities, ASIC provided a written no objection statement, there was no evidence that the Scheme was proposed to avoid Chapter 6, the Independent Experts concluded that it was in members' best interests, there was adequate disclosure and no objection or evidence of oppression, and the Scheme was properly proposed, fair and reasonable. The exemption from s 411(11) was granted because the order would not alter or affect the construction of the plaintiff's Constitution and, after implementation, the plaintiff would be a wholly...

Court Disposition

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

Orders

  • ['Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth), the scheme of arrangement between the Plaintiff and its members in the form annexed at annexure "JBC2" to the affidavit of James Bernard Crawford sworn 14 July 2011 was approved, with the order to take effect on and from the date of its lodgement with...