Cobalt One Limited, in the matter of Cobalt One Limited (No 2) [2017] FCA 1407

Cobalt One Limited, in the matter of Cobalt One Limited (No 2) [2017] FCA 1407

The statutory majorities were satisfied and exceeded; shareholders approved the scheme with knowledge of the expert report’s conclusion; ASIC had no objection under s 411(17)(b); procedural requirements were complied with; thus, Court approved the scheme and granted exemption from s 411(11).

Parties
Plaintiff: Cobalt One Limited
Jurisdiction
Australia
Judgment Date
20 November 2017
Procedural Posture
Corporations – Scheme of Arrangement / Second Hearing – Approval of Scheme Under S 411 Corporations Act 2001 (cth)
Outcome
Scheme of arrangement approved; exemption from s 411(11) requirements granted.
Legal Topics
Scheme of Arrangement, Approval Under S 411, Fairness and Reasonableness of Schemes, Expert Report, ASIC Objection
Corporations Law Scheme of Arrangement Approval Under S 411 Fairness and Reasonableness of Schemes Expert Report ASIC Objection

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Parties

Cobalt One Limited

Plaintiff

Procedural Posture

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

Legal Issues

  1. 1 Whether the scheme of arrangement should be approved under s 411 of the Corporations Act 2001 (Cth)
  2. 2 Whether statutory requirements including shareholder majorities and ASIC statement were complied with
  3. 3 Whether it is appropriate to grant exemption from s 411(11) requirements

Ratio Decidendi

The statutory majorities were satisfied and exceeded; shareholders approved the scheme with knowledge of the expert report’s conclusion; ASIC had no objection under s 411(17)(b); procedural requirements were complied with; thus, Court approved the scheme and granted exemption from s 411(11).

Court Disposition

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

Orders

  • Scheme of Arrangement between Cobalt One Limited and shareholders approved pursuant to s 411(4)(b) of Corporations Act 2001 (Cth)
  • Plaintiff exempt from compliance with s 411(11) pursuant to s 411(12)