Ellendale Resources NL, in the matter of Ellendale Resources NL [No 2] [2008] FCA 806

Ellendale Resources NL, in the matter of Ellendale Resources NL [No 2] [2008] FCA 806

The schemes were approved because the Court was satisfied that all conditions under s 411 had been met, the requisite majorities of members and option holders acted regularly, in good faith and not for an illegitimate purpose, the schemes were fair and reasonable, ASIC had reasonable time to consider the schemes and had no objection, and the shortened notice caused no substantial injustice so that remedial relief under s 1322(4)(a) was appropriate.

Jurisdiction
Australia
Judgment Date
23 May 2008
Procedural Posture
Application for Approval of Schemes of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Approval Hearing After Members and Option Holders Meetings
Outcome
Declaration and orders made; schemes of arrangement approved.
Legal Topics
['schemes of Arrangement' 'notice of Meeting' 'court Approval of Scheme' 'remedial Orders for Procedural Irregularity' 'asic Notice and Non Objection']
['corporations Law'] ['schemes of Arrangement' 'notice of Meeting' 'court Approval of Scheme' 'remedial Orders for Procedural Irregularity' 'asic Notice and Non Objection']

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Procedural Posture

Application for Approval of Schemes of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Approval Hearing After Members and Option Holders Meetings

Legal Issues

  1. 1 ['Whether the conditions required by s 411 of the Corporations Act 2001 (Cth) for approval of the schemes of arrangement had been satisfied.' 'Whether the schemes of arrangement between the plaintiff and its members and option holders were fair and reasonable.' 'Whether 27 days notice instead of 28 days notice invalidated the notice of meeting, and whether a remedial order should be made under s 1322(4)(a) or alternatively s 1322(4)(d) of the Corporations Act 2001 (Cth).' 'Whether ASIC had a reasonable time to examine the proposed schemes and make submissions to the Court for the purposes of s 411(2).']

Ratio Decidendi

The schemes were approved because the Court was satisfied that all conditions under s 411 had been met, the requisite majorities of members and option holders acted regularly, in good faith and not for an illegitimate purpose, the schemes were fair and reasonable, ASIC had reasonable time to consider the schemes and had no objection, and the shortened notice caused no substantial injustice so that remedial relief under s 1322(4)(a) was appropriate.

Court Disposition

Declaration and orders made; schemes of arrangement approved.

Orders

  • ['The notice of meeting given to members by post on 17 April 2008 is not invalid by reason of 27 days notice of the meeting having been given to the members.' 'The schemes of arrangement between the plaintiff and its members, and the plaintiff and its option holders, being Appendix 2 and 3 to the scheme\'s booklet...