Barrick (Australia Pacific Exploration) Pty Limited v Barrick (PD) Australia Pty Limited, in the matter of Barrick (Australia Pacific Exploration) Pty Limited [2017] FCA 998

Parties

Procedural Posture

Corporations Application for Scheme of Arrangement / First Court Hearing for Orders to Convene Meetings Under S 411(1) Corporations Act 2001 (cth)

Legal Issues

1. 1 Whether the Court should make orders convening meetings of members to consider and approve six interdependent schemes of arrangement for internal corporate reconstruction under s 411(1) of the Corporations Act 2001 (Cth)
2. 2 Whether each scheme is an ‘arrangement’ within the meaning of s 411(1)
3. 3 Whether proper disclosure has been made via the explanatory statement under s 412(1)(a)

Ratio Decidendi

The requirements for convening meetings under s 411(1)—that each scheme is an appropriate arrangement, each company is a Part 5.1 body with eligible members, ASIC has had the proper opportunity for input, and adequate disclosure has been provided—are satisfied; the schemes are not inappropriate and should go to a member vote, with further approval to be considered at a second court hearing.

Court Disposition

Orders made convening meetings of members of each plaintiff company to consider and, if thought fit, approve with or without modifications, the proposed schemes of arrangement.

Orders

• Meetings of holders of fully paid ordinary shares in each plaintiff to be convened on specified dates and times in Perth to consider and if thought fit approve schemes of arrangement (Order 1).
• Approval of the explanatory statement (Order 2).