Coalspur Mines Limited, in the matter of Coalspur Mines Limited (No 2) [2015] FCA 591

Coalspur Mines Limited, in the matter of Coalspur Mines Limited (No 2) [2015] FCA 591

The irregularity in giving notice to six members constituted a procedural irregularity under s 1322(2) of the Corporations Act which does not invalidate the scheme meeting. The scheme satisfied statutory majorities; the independent expert opined the scheme was fair and reasonable; and no opposition was presented. Therefore, the scheme of arrangement was approved.

Parties
Plaintiff: Coalspur Mines Limited
Jurisdiction
Australia
Judgment Date
10 June 2015
Procedural Posture
Corporations – Scheme of Arrangement / Second Hearing – Application for Approval of Scheme of Arrangement
Outcome
Scheme of arrangement approved; exemption granted from s 411(11) compliance.
Legal Topics
Scheme of Arrangement, Procedural Irregularity, Notice Requirements Under Corporations Act
Corporations Law Scheme of Arrangement Procedural Irregularity Notice Requirements Under Corporations Act

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Parties

Coalspur Mines Limited

Plaintiff

Procedural Posture

Corporations – Scheme of Arrangement / Second Hearing – Application for Approval of Scheme of Arrangement

Legal Issues

  1. 1 Whether the procedural irregularity in notice invalidated the scheme meeting
  2. 2 Whether statutory requirements under Corporations Act for scheme of arrangement were met
  3. 3 Whether the scheme is fair and reasonable

Ratio Decidendi

The irregularity in giving notice to six members constituted a procedural irregularity under s 1322(2) of the Corporations Act which does not invalidate the scheme meeting. The scheme satisfied statutory majorities; the independent expert opined the scheme was fair and reasonable; and no opposition was presented. Therefore, the scheme of arrangement was approved.

Court Disposition

Scheme of arrangement approved; exemption granted from s 411(11) compliance.

Orders

  • The scheme of arrangement between the plaintiff and its members is approved (s 411(4)(b) Corporations Act).
  • Pursuant to s 411(12) Corporations Act, the plaintiff is exempted from compliance with s 411(11) Corporations Act in relation to the scheme of arrangement.