Barrick (Australia Pacific Exploration) Pty Limited v Barrick (PD) Australia Pty Limited, in the matter of Barrick (Australia Pacific Exploration) Pty Limited (No 2) [2017] FCA 1076

Barrick (Australia Pacific Exploration) Pty Limited v Barrick (PD) Australia Pty Limited, in the matter of Barrick (Australia Pacific Exploration) Pty Limited (No 2) [2017] FCA 1076

Approval of the schemes of arrangement is granted as all statutory requirements were complied with, the votes for each scheme were unanimous, no evidence of unfairness or improper purpose exists, full material disclosure was made, no creditors nor ASIC objected, and reconstruction/amalgamation achieves legitimate economic consolidation under s 411 and s 413 of the Corporations Act.

Jurisdiction
Australia
Judgment Date
01 September 2017
Procedural Posture
Corporations Law Schemes of Arrangement / Second Court Hearing/approval of Scheme of Arrangement
Outcome
Schemes of arrangement approved; consequential orders granted.
Legal Topics
['scheme of Arrangement' 'company Reconstruction' 'company Amalgamation' 'statutory Compliance' 'asic Objections' 'transfer of Assets and Liabilities' "members' Liquidation Exemption"]
['corporations'] ['scheme of Arrangement' 'company Reconstruction' 'company Amalgamation' 'statutory Compliance' 'asic Objections' 'transfer of Assets and Liabilities' "members' Liquidation Exemption"]

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Procedural Posture

Corporations Law Schemes of Arrangement / Second Court Hearing/approval of Scheme of Arrangement

Legal Issues

  1. 1 ['Whether statutory requirements for scheme of arrangement under Corporations Act have been met' 'Whether the proposed schemes of arrangement are fair and reasonable and not oppressive' 'Whether ASIC or creditors raised any objection to the schemes' "Whether the court's discretion should be exercised to approve the schemes and related orders under section 413"]

Ratio Decidendi

Approval of the schemes of arrangement is granted as all statutory requirements were complied with, the votes for each scheme were unanimous, no evidence of unfairness or improper purpose exists, full material disclosure was made, no creditors nor ASIC objected, and reconstruction/amalgamation achieves legitimate economic consolidation under s 411 and s 413 of the Corporations Act.

Court Disposition

Schemes of arrangement approved; consequential orders granted.

Orders

  • ['Schemes of arrangement between each plaintiff and its shareholder approved pursuant to s 411(4)(b) Corporations Act 2001 (Cth).' 'Each plaintiff exempted from compliance with s 411(11) pursuant to s 411(12).' 'Assets and liabilities of each plaintiff transferred, in sequential steps, ultimately to Barrick (PD)...