Cortona Resources Limited, in the matter of Cortona Resources Limited (No 2) [2013] FCA 302

Cortona Resources Limited, in the matter of Cortona Resources Limited (No 2) [2013] FCA 302

The Court approved the scheme because all procedural requirements were met, the scheme was fair and reasonable, an independent expert found it to be in shareholders' best interests, statutory majority votes were obtained, procedural compliance occurred, and ASIC provided a statement of no objection. There was no evidence of the scheme being proposed in order to avoid Chapter 6 provisions. Exemption from s 411(11) was warranted given the forthcoming change in Cortona's shareholder structure.

Jurisdiction
Australia
Judgment Date
09 January 2013
Procedural Posture
Corporations Scheme Approval / Second Hearing; Application for Approval of Scheme of Arrangement
Outcome
Scheme of arrangement approved; exemption from compliance with s 411(11) granted
Legal Topics
['scheme of Arrangement' 'section 411 Approval' 'shareholder Meeting Procedures' 'exemption From S 411(11)']
['corporations Law'] ['scheme of Arrangement' 'section 411 Approval' 'shareholder Meeting Procedures' 'exemption From S 411(11)']

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Procedural Posture

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

Legal Issues

  1. 1 ['Should the scheme of arrangement be approved under s 411(4)(b) of the Corporations Act 2001 (Cth)?' 'Should Cortona Resources Limited be exempted from compliance with s 411(11)?' 'Has the scheme been proposed for the purpose of avoiding Chapter 6 of the Corporations Act?']

Ratio Decidendi

The Court approved the scheme because all procedural requirements were met, the scheme was fair and reasonable, an independent expert found it to be in shareholders' best interests, statutory majority votes were obtained, procedural compliance occurred, and ASIC provided a statement of no objection. There was no evidence of the scheme being proposed in order to avoid Chapter 6 provisions. Exemption from s 411(11) was warranted given the forthcoming change in Cortona's shareholder structure.

Court Disposition

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

Orders

  • ['Scheme of arrangement between Cortona Resources Limited and its members approved, subject to amendment.' 'Cortona Resources Limited exempted from compliance with section 411(11) regarding the scheme.' 'Plaintiff to lodge an office copy of the orders with ASIC as soon as practicable.']