Avoca Resources Limited, in the matter of Avoca Resources Limited [2011] FCA 208

Avoca Resources Limited, in the matter of Avoca Resources Limited [2011] FCA 208

The Court approved the schemes because the Court-ordered meetings had produced the required statutory majorities, procedural fairness was established, the schemes were fair and reasonable on the Independent Expert's evidence and the voting outcomes, there was full and adequate disclosure, the Granic Pty Ltd...

Source-derived case information.

Jurisdiction
Australia
Judgment Date
10 March 2011
Procedural Posture
Application Under S 411(4)(b) and (12) of the Corporations Act 2001 (cth) for Approval of Schemes of Arrangement / Second Court Hearing
Outcome
Schemes of arrangement approved and exemption from compliance with s 411(11) granted.
Legal Topics
['schemes of Arrangement' 'shareholder Scheme' 'optionholder Scheme' 'court Approval Under S 411' 'disclosure to Securityholders' 'asic Statement' 'us Securities Act Exemption']
['corporations Law'] ['schemes of Arrangement' 'shareholder Scheme' 'optionholder Scheme' 'court Approval Under S 411' 'disclosure to Securityholders' 'asic Statement' 'us Securities Act Exemption']

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Procedural Posture

Application Under S 411(4)(b) and (12) of the Corporations Act 2001 (cth) for Approval of Schemes of Arrangement / Second Court Hearing

Legal Issues

  1. 1 ['Whether the statutory requirements for approval of the schemes of arrangement under s 411(4)(a) and s 411(4)(b) of the Corporations Act 2001 (Cth) were satisfied.' 'Whether the Court should exercise its discretion to approve the schemes.' 'Whether disclosure in the Scheme Booklet was full and adequate, including as to franked dividends.' 'Whether the schemes offended public policy or oppressed minority shareholders.' 'Whether the plaintiff should be exempted under s 411(12) from compliance with s 411(11).']

Ratio Decidendi

The Court approved the schemes because the Court-ordered meetings had produced the required statutory majorities, procedural fairness was established, the schemes were fair and reasonable on the Independent Expert's evidence and the voting outcomes, there was full and adequate disclosure, the Granic Pty Ltd complaint about franking credits did not concern a material fact requiring disclosure, there was no evidence of oppression of minority shareholders, ASIC had provided a s 411(17)(b) statement and raised no public policy concern, and the requirements relevant to reliance on the United States Securities Act of 1933 s 3(a)(10) exemption had been addressed.

Court Disposition

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

Orders

  • ['Pursuant to section 411(4)(b) of the Corporations Act 2001 (Cth), the scheme of arrangement between the plaintiff and its shareholders in the form of attachment A to these orders be approved.' 'Pursuant to section 411(4)(b) of the Corporations Act 2001 (Cth), the scheme of arrangement between the plaintiff and...