Felix Resources Pty Ltd; in the matter of Felix Resources Pty Ltd (No 2) [2009] FCA 1337

Felix Resources Pty Ltd; in the matter of Felix Resources Pty Ltd (No 2) [2009] FCA 1337

There is sufficient similarity of legal rights and community of interest among shareholders, such that those shareholders who are lending funds to the company do not form a separate class for voting on the scheme. The proposed supplementary explanatory memorandum is approved for distribution.

Parties
Applicant: Felix Resources Pty Ltd; Interested Party: Yanzhou Coal Mining Company Limited
Jurisdiction
Australia
Judgment Date
11 November 2009
Procedural Posture
Corporations Scheme of Arrangement / Interlocutory
Outcome
Supplementary explanatory memorandum approved; directions given for distribution.
Legal Topics
Scheme of Arrangement, Shareholder Class, Explanatory Memorandum, Dividend Funding
Corporations Law Scheme of Arrangement Shareholder Class Explanatory Memorandum Dividend Funding

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Parties

Felix Resources Pty Ltd

Applicant

Yanzhou Coal Mining Company Limited

Interested Party

Procedural Posture

Corporations Scheme of Arrangement / Interlocutory

Legal Issues

  1. 1 Whether borrowing funds from shareholders to pay a proposed dividend results in a separate shareholder class
  2. 2 Whether there is a sufficient community of interest amongst shareholders for voting purposes
  3. 3 Whether the supplementary explanatory memorandum should be approved for distribution

Ratio Decidendi

There is sufficient similarity of legal rights and community of interest among shareholders, such that those shareholders who are lending funds to the company do not form a separate class for voting on the scheme. The proposed supplementary explanatory memorandum is approved for distribution.

Court Disposition

Supplementary explanatory memorandum approved; directions given for distribution.

Orders

  • The supplementary explanatory memorandum for the scheme of arrangement contained in Exhibit 'VJO-5' to the affidavit of Vincent John O'Rourke is approved.
  • The memorandum is to be sent to shareholders recorded in the Applicant’s register of members on or before 16 November 2009 according to specified methods.