Neo Resources Ltd, in the matter of Neo Resources Ltd (No 2) [2013] FCA 1013

Neo Resources Ltd, in the matter of Neo Resources Ltd (No 2) [2013] FCA 1013

The Court approved the scheme because the evidence established compliance with s 411 and the prior convening orders, the statutory majorities were comfortably satisfied, ASIC had provided a letter of no objection under s 411(17)(b), there were no circumstances warranting refusal under s 411(17), the overwhelming member support and expert report supported the conclusion that the scheme was fair and reasonable, no oppression was apparent, and no person appeared in opposition. The Court also granted the s 411(11) exemption because annexing the order to every copy of the constitution would serve no real benefit after the company became a wholly owned subsidiary of Perpetual Resources Limited.

Jurisdiction
Australia
Judgment Date
29 August 2013
Procedural Posture
Application for Approval of a Scheme of Arrangement Under S 411(4) of the Corporations Act 2001 (cth) / Second Court Hearing
Outcome
Scheme of arrangement approved and exemption from compliance with s 411(11) granted.
Legal Topics
['scheme of Arrangement' "approval of Members' Scheme" 'court Approval Under S 411' 'asic No Objection' 'exemption From S 411(11)']
['corporations Law'] ['scheme of Arrangement' "approval of Members' Scheme" 'court Approval Under S 411' 'asic No Objection' 'exemption From S 411(11)']

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 1 Authorities cited 2 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Procedural Posture

Application for Approval of a Scheme of Arrangement Under S 411(4) of the Corporations Act 2001 (cth) / Second Court Hearing

Legal Issues

  1. 1 ['Whether the Court should approve the scheme of arrangement between Neo Resources Ltd and its members under s 411(4) of the Corporations Act 2001 (Cth).' "Whether the requirements of s 411 of the Corporations Act 2001 (Cth) and the Court's convening orders had been complied with." 'Whether the scheme was proposed in good faith, was not oppressive, and was fair and reasonable.' 'Whether the plaintiff should be exempted from compliance with s 411(11) of the Corporations Act 2001 (Cth).']

Ratio Decidendi

The Court approved the scheme because the evidence established compliance with s 411 and the prior convening orders, the statutory majorities were comfortably satisfied, ASIC had provided a letter of no objection under s 411(17)(b), there were no circumstances warranting refusal under s 411(17), the overwhelming member support and expert report supported the conclusion that the scheme was fair and reasonable, no oppression was apparent, and no person appeared in opposition. The Court also granted the s 411(11) exemption because annexing the order to every copy of the constitution would serve no real benefit after the company became a wholly owned subsidiary of Perpetual Resources Limited.

Court Disposition

Scheme of arrangement approved and exemption from compliance with s 411(11) granted.

Orders

  • ['Pursuant to section 411(4)(b) of the Corporations Act 2001 (Cth) (Corporations Act) the scheme of arrangement between the plaintiff and its members, set out in Exhibit LA-1 Tab 2 of the affidavit of Ms Lisa Ahwan, dated 9 August 2013, is approved.' 'Pursuant to section 411(12) of the Corporations Act, the...