Coventry Resources Limited; in the matter of Coventry Resources Limited (No 2) [2012] FCA 1473

Coventry Resources Limited; in the matter of Coventry Resources Limited (No 2) [2012] FCA 1473

The Court approved the share scheme and option scheme because all procedural requirements had been satisfied, the meetings were held in accordance with the orders, the constitution and the Corporations Act, statutory majorities were obtained, voters were fully informed, there was no evidence of bad faith, improper...

Source-derived case information.

Jurisdiction
Australia
Judgment Date
19 December 2012
Procedural Posture
Application Pursuant to S 411 of the Corporations Act 2001 (cth) to Approve Schemes of Arrangement / Second Hearing
Outcome
Schemes of arrangement approved and exemption from compliance with s 411(11) granted.
Legal Topics
['scheme of Arrangement' 'approval of Scheme of Arrangement' 'share Scheme' 'option Scheme' 'exemption From S 411(11) of the Corporations Act 2001 (cth)']
['corporations'] ['scheme of Arrangement' 'approval of Scheme of Arrangement' 'share Scheme' 'option Scheme' 'exemption From S 411(11) of the Corporations Act 2001 (cth)']

Source-derived case record

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Procedural Posture

Application Pursuant to S 411 of the Corporations Act 2001 (cth) to Approve Schemes of Arrangement / Second Hearing

Legal Issues

  1. 1 ['Whether approval should be granted for the share scheme where all shares in Coventry will be transferred to Crescent Resources Corporation and shares in Crescent will be issued as consideration for the transfer.' 'Whether approval should be granted for the option scheme where all options to acquire shares in Coventry will be transferred to Crescent Resources Corporation and options to acquire shares in Crescent will be issued as consideration for the transfer.' 'Whether Coventry should be exempted pursuant to s 411(12) of the Corporations Act 2001 (Cth) from compliance with s 411(11).']

Ratio Decidendi

The Court approved the share scheme and option scheme because all procedural requirements had been satisfied, the meetings were held in accordance with the orders, the constitution and the Corporations Act, statutory majorities were obtained, voters were fully informed, there was no evidence of bad faith, improper purpose or minority oppression, the schemes were fair and reasonable, the independent expert concluded that the schemes were in the best interests of shareholders and optionholders, the conditions precedent were satisfied or waived, ASIC stated that it had no objection, and the schemes were not proposed to avoid Chapter 6 of the Corporations Act. The exemption from s 411(11) was...

Court Disposition

Schemes of arrangement approved and exemption from compliance with s 411(11) granted.

Orders

  • ['Pursuant to section 411(4)(b) of the Corporations Act 2001 (Cth), the scheme of arrangement between the plaintiff and its members, annexed and marked "A", is approved.' 'Pursuant to section 411(4)(b) of the Corporations Act 2001 (Cth), the scheme of arrangement between the plaintiff and the holders of certain...