In the matter of Murchison Metals Limited [2014] NSWSC 951

In the matter of Murchison Metals Limited [2014] NSWSC 951

The scheme should be approved as all statutory and procedural requirements have been met, the requisite majorities were achieved, the scheme is fair and reasonable to shareholders including non-electing shareholders, and there are no outstanding objections. An exemption from s 411(11) is appropriate as the scheme does not affect the company’s constitution or identifiable shareholder rights.

Parties
Plaintiff: Murchison Metals Limited
Jurisdiction
Australia
Judgment Date
23 June 2014
Procedural Posture
Scheme of Arrangement Approval / Second Hearing in Equity Division Corporations List
Outcome
Scheme approved; exemption granted
Legal Topics
Schemes of Arrangement, Court Approval of Scheme, Share Cancellation, Compulsory Acquisition
Corporations Law Schemes of Arrangement Court Approval of Scheme Share Cancellation Compulsory Acquisition

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Parties

Murchison Metals Limited

Plaintiff

Procedural Posture

Scheme of Arrangement Approval / Second Hearing in Equity Division Corporations List

Legal Issues

  1. 1 Whether the proposed scheme of arrangement complies with s 411 of the Corporations Act 2001
  2. 2 Whether the scheme treats shareholders fairly, particularly non-electing shareholders
  3. 3 Whether an exemption from s 411(11) should be granted

Ratio Decidendi

The scheme should be approved as all statutory and procedural requirements have been met, the requisite majorities were achieved, the scheme is fair and reasonable to shareholders including non-electing shareholders, and there are no outstanding objections. An exemption from s 411(11) is appropriate as the scheme does not affect the company’s constitution or identifiable shareholder rights.

Court Disposition

Scheme approved; exemption granted

Orders

  • Pursuant to Corporations Act, s 411(4)(b), the scheme of arrangement between Murchison Metals Limited and holders of ordinary shares (other than excluded shareholders) is approved.
  • Pursuant to s 411(12), Murchison Metals Limited is exempted from compliance with subs 411(11) in relation to order 1.