Papillon Resources Ltd, in the matter of Papillon Resources Ltd [2014] FCA 1077

Papillon Resources Ltd, in the matter of Papillon Resources Ltd [2014] FCA 1077

The Scheme was approved because the formal requirements of Part 5.1 of the Corporations Act 2001 (Cth) and the Court's earlier orders had been satisfied, the Scheme was overwhelmingly approved by shareholders, ASIC had no objection, no shareholder indicated opposition, the independent expert concluded the Scheme was in shareholders' best interests and fair and reasonable, and there was no basis to exercise the residual discretion to withhold approval. Exemption from s 411(11) was appropriate because shareholders were fully informed, further transfers other than to B2Gold would not be registered once the Scheme became binding, Papillon would become a wholly owned subsidiary of B2Gold, and...

Jurisdiction
Australia
Judgment Date
07 October 2014
Procedural Posture
Application for Approval of a Scheme of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Second Court Hearing; Approval Stage
Outcome
Scheme of arrangement approved and exemption from s 411(11) granted.
Legal Topics
['scheme of Arrangement' 'approval of Members Scheme' 'court Discretion Under S 411(4)(b)' 'exemption From S 411(11)' 'asic No Objection']
['corporations'] ['scheme of Arrangement' 'approval of Members Scheme' 'court Discretion Under S 411(4)(b)' 'exemption From S 411(11)' 'asic No Objection']

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Procedural Posture

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

Legal Issues

  1. 1 ['Whether the scheme of arrangement between Papillon Resources Limited and its members should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether Papillon Resources Limited should be exempted under s 411(12) of the Corporations Act 2001 (Cth) from compliance with s 411(11).']

Ratio Decidendi

The Scheme was approved because the formal requirements of Part 5.1 of the Corporations Act 2001 (Cth) and the Court's earlier orders had been satisfied, the Scheme was overwhelmingly approved by shareholders, ASIC had no objection, no shareholder indicated opposition, the independent expert concluded the Scheme was in shareholders' best interests and fair and reasonable, and there was no basis to exercise the residual discretion to withhold approval. Exemption from s 411(11) was appropriate because shareholders were fully informed, further transfers other than to B2Gold would not be registered once the Scheme became binding, Papillon would become a wholly owned subsidiary of B2Gold, and...

Court Disposition

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

Orders

  • ['Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth), the scheme of arrangement between the plaintiff and its members, in the form contained in Annexure 4 of the scheme booklet which is Exhibit GRK-01 to the affidavit of Mr Gary Raymond King sworn on 12 September 2014 in this proceeding, is approved.'...