Kumarina Resources Ltd, in the matter of Kumarina Resources Ltd [2013] FCA 549

Kumarina Resources Ltd, in the matter of Kumarina Resources Ltd [2013] FCA 549

All statutory and procedural requirements for approval of the scheme of arrangement under s 411(4)(b) of the Corporations Act have been satisfied; the composition of the class of shareholders is proper as all are affected equally in legal rights; votes of Utilico, ICM and Peter Sullivan are to be counted; the scheme is fair and reasonable; there is no reasonable basis for the exercise of discretion to refuse approval.

Parties
Plaintiff: Kumarina Resources Limited (ACN 142 774 150); Objector: Aumex Mining Pty Ltd; Objector: Mr Wayne Van Blitterswyk
Jurisdiction
Australia
Judgment Date
24 May 2013
Procedural Posture
Corporations Scheme of Arrangement / Second Hearing – Approval of Scheme
Outcome
scheme of arrangement approved; exemption from s 411(11) granted
Legal Topics
Schemes of Arrangement, Shareholder Rights, Fairness in Corporate Mergers, Court Discretion in Scheme Approval
Corporations Law Schemes of Arrangement Shareholder Rights Fairness in Corporate Mergers Court Discretion in Scheme Approval

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Parties

Kumarina Resources Limited (ACN 142 774 150)

Plaintiff

Aumex Mining Pty Ltd

Objector

Mr Wayne Van Blitterswyk

Objector

Procedural Posture

Corporations Scheme of Arrangement / Second Hearing – Approval of Scheme

Legal Issues

  1. 1 Whether the Court should approve the scheme of arrangement under s 411(4)(b) of the Corporations Act
  2. 2 Whether the requirement that 75% of votes cast be in favour of the scheme has been satisfied
  3. 3 Whether certain shareholders (Utilico, ICM, Peter Sullivan) should have been counted in voting and class composition

Ratio Decidendi

All statutory and procedural requirements for approval of the scheme of arrangement under s 411(4)(b) of the Corporations Act have been satisfied; the composition of the class of shareholders is proper as all are affected equally in legal rights; votes of Utilico, ICM and Peter Sullivan are to be counted; the scheme is fair and reasonable; there is no reasonable basis for the exercise of discretion to refuse approval.

Court Disposition

scheme of arrangement approved; exemption from s 411(11) granted

Orders

  • The scheme of arrangement between Kumarina Resources Ltd and its members is approved pursuant to section 411(4)(b) of the Corporations Act 2001 (Cth).
  • Kumarina Resources Ltd is exempted from compliance with section 411(11) of the Act, in relation to the scheme of arrangement.