Chesser Resources Limited, in the matter of Chesser Resources Limited (No 2) [2023] FCA 1067

Chesser Resources Limited, in the matter of Chesser Resources Limited (No 2) [2023] FCA 1067

The scheme was approved because all statutory requirements of s 411(4)(a)(ii) were complied with, shareholder meetings and disclosures were properly conducted, ASIC had no objection, there was no evidence of oppression or unfairness, and the arrangement was fair and reasonable as supported by an independent expert. Additional orders including exemption from s 411(11) were granted as the scheme did not alter rights of members, creditors, or others.

Jurisdiction
Australia
Judgment Date
06 September 2023
Procedural Posture
Corporations Scheme of Arrangement / Second Court Hearing Final Approval of Scheme
Outcome
Scheme of arrangement approved and related orders granted.
Legal Topics
['scheme of Arrangement' 'court Approval' 'shareholder Meeting' 'corporations Act 2001 (cth) S 411' 'disclosure' 'asic Involvement']
['corporations Law'] ['scheme of Arrangement' 'court Approval' 'shareholder Meeting' 'corporations Act 2001 (cth) S 411' 'disclosure' 'asic Involvement']

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Procedural Posture

Corporations Scheme of Arrangement / Second Court Hearing Final Approval of Scheme

Legal Issues

  1. 1 ['Whether the scheme of arrangement between Chesser Resources Limited and its shareholders meets statutory requirements for approval under s 411(4)(b) of the Corporations Act 2001 (Cth)' 'Whether all disclosure, procedural and substantive fairness requirements have been satisfied' 'Whether exemption from compliance with s 411(11) is appropriate']

Ratio Decidendi

The scheme was approved because all statutory requirements of s 411(4)(a)(ii) were complied with, shareholder meetings and disclosures were properly conducted, ASIC had no objection, there was no evidence of oppression or unfairness, and the arrangement was fair and reasonable as supported by an independent expert. Additional orders including exemption from s 411(11) were granted as the scheme did not alter rights of members, creditors, or others.

Court Disposition

Scheme of arrangement approved and related orders granted.

Orders

  • ['Publication of announcement on ASX on 25 August 2023 is taken as good compliance with para 10 of 19 July 2023 orders.' 'Scheme of arrangement between Chesser and holders of fully paid ordinary shares is approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Chesser is exempt from compliance with s...