Kidman Resources Limited, in the matter of Kidman Resources Limited (No 2) [2019] FCA 1513

Kidman Resources Limited, in the matter of Kidman Resources Limited (No 2) [2019] FCA 1513

The Court approved the Scheme because the convening orders had been complied with, the Scheme Meeting was duly held, the Scheme resolution was passed by the requisite statutory majorities, relevant conditions precedent were satisfied, ASIC stated it had no objection, the Scheme was supported by shareholders and the independent expert, there was no competing proposal or relevant objection, disclosure was adequate, and nothing suggested bad faith, oppression, or any matter requiring refusal of approval. The Court also exempted Kidman from compliance with s 411(11).

Jurisdiction
Australia
Judgment Date
12 September 2019
Procedural Posture
Members' Scheme of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Second Court Hearing / Approval Hearing
Outcome
Scheme approved; exemption from s 411(11) granted; orders entered forthwith.
Legal Topics
["members' Scheme of Arrangement" 'approval of Scheme of Arrangement' 'asic No Objection Statement' 'exemption From Compliance With S 411(11)']
['corporations Law'] ["members' Scheme of Arrangement" 'approval of Scheme of Arrangement' 'asic No Objection Statement' 'exemption From Compliance With S 411(11)']

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Procedural Posture

Members' Scheme of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Second Court Hearing / Approval Hearing

Legal Issues

  1. 1 ['Whether the Court should approve the Scheme pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether Kidman Resources Limited should be exempted from compliance with s 411(11) of the Corporations Act 2001 (Cth) pursuant to s 411(12).']

Ratio Decidendi

The Court approved the Scheme because the convening orders had been complied with, the Scheme Meeting was duly held, the Scheme resolution was passed by the requisite statutory majorities, relevant conditions precedent were satisfied, ASIC stated it had no objection, the Scheme was supported by shareholders and the independent expert, there was no competing proposal or relevant objection, disclosure was adequate, and nothing suggested bad faith, oppression, or any matter requiring refusal of approval. The Court also exempted Kidman from compliance with s 411(11).

Court Disposition

Scheme approved; exemption from s 411(11) granted; orders entered forthwith.

Orders

  • ['Pursuant to subsection 411(4)(b) of the Corporations Act 2001 (Cth) (Act), the Scheme of Arrangement between the Plaintiff and its members agreed to by the said members at the meeting held on 5 September 2019 (the terms of which are as set out in Annexure A to these Orders) (Scheme) be and is hereby approved.'...