Base Resources Limited, in the matter of Base Resources Limited [2024] FCA 1069

Base Resources Limited, in the matter of Base Resources Limited [2024] FCA 1069

The Scheme was approved because the Scheme Orders and procedural requirements were complied with, the Scheme meeting was properly convened, the statutory voting majorities were achieved, disclosure was full and fair, shareholders voted in good faith and for a proper purpose, the independent expert concluded the Scheme was fair and reasonable and in shareholders' best interests, ASIC did not object, there was no evidence of minority oppression or public policy concern, and all relevant discretionary considerations favoured approval.

Jurisdiction
Australia
Judgment Date
12 September 2024
Procedural Posture
Scheme of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Second Court Hearing for Approval of the Scheme
Outcome
Scheme approved and orders made.
Legal Topics
['scheme of Arrangement' 'shareholder Approval' 's 411(4)(b) Approval' 'asic No Objection' 'us Securities Act S 3(a)(10) Exemption']
['corporations Law' 'securities Law'] ['scheme of Arrangement' 'shareholder Approval' 's 411(4)(b) Approval' 'asic No Objection' 'us Securities Act S 3(a)(10) Exemption']

Case Brief

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Procedural Posture

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

Legal Issues

  1. 1 ['Whether the scheme of arrangement between Base Resources Limited and its fully paid ordinary shareholders should be approved under s 411(4)(b) of the Corporations Act.' 'Whether procedural requirements, disclosure requirements and voting thresholds for the Scheme had been satisfied.' 'Whether the Court should dispense with the requirement that a copy of the order approving the Scheme be annexed to the constitution.' 'Whether the Court should note matters relevant to intended reliance on Section 3(a)(10) of the United States Securities Act of 1933.']

Ratio Decidendi

The Scheme was approved because the Scheme Orders and procedural requirements were complied with, the Scheme meeting was properly convened, the statutory voting majorities were achieved, disclosure was full and fair, shareholders voted in good faith and for a proper purpose, the independent expert concluded the Scheme was fair and reasonable and in shareholders' best interests, ASIC did not object, there was no evidence of minority oppression or public policy concern, and all relevant discretionary considerations favoured approval.

Court Disposition

Scheme approved and orders made.

Orders

  • ['Pursuant to section 411(4)(b) of the Act, the scheme of arrangement between the plaintiff and the holders of fully paid ordinary shares in the capital of the plaintiff, as set out in annexure SWR-11 to the Second Reed Affidavit, is approved.' 'Pursuant to section 411(12) of the Act, the plaintiff be exempted from...