Peak Coal Limited (ACN 125 884 031), in the matter of Peak Coal Limited (ACN 125 884 031) (No 2) [2010] FCA 45

Peak Coal Limited (ACN 125 884 031), in the matter of Peak Coal Limited (ACN 125 884 031) (No 2) [2010] FCA 45

The court approved the Schemes of Arrangement because all procedural and statutory requirements under s 411 of the Corporations Act 2001 (Cth) were satisfied. The meetings were properly convened, the required majorities achieved, adequate notice and disclosure were provided, ASIC had no objections, and the scheme was fair and reasonable, proposed in good faith and for a proper purpose.

Parties
Plaintiff: Peak Coal Limited (ACN 125 884 031)
Jurisdiction
Australia
Judgment Date
05 February 2010
Procedural Posture
Corporations Scheme of Arrangement / Second Stage (final Approval of Scheme of Arrangement)
Outcome
Schemes of Arrangement approved
Legal Topics
Scheme of Arrangement, Court Approval, Shareholder Meetings, Optionholders, ASIC Non Objection
Corporations Law Scheme of Arrangement Court Approval Shareholder Meetings Optionholders ASIC Non Objection

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Parties

Peak Coal Limited (ACN 125 884 031)

Plaintiff

Procedural Posture

Corporations Scheme of Arrangement / Second Stage (final Approval of Scheme of Arrangement)

Legal Issues

  1. 1 Whether all statutory requirements for approval of the scheme of arrangement under s 411 of the Corporations Act 2001 (Cth) have been complied with
  2. 2 Whether the members and optionholders acted in good faith and not for an illegitimate purpose
  3. 3 Whether the scheme is fair and reasonable

Ratio Decidendi

The court approved the Schemes of Arrangement because all procedural and statutory requirements under s 411 of the Corporations Act 2001 (Cth) were satisfied. The meetings were properly convened, the required majorities achieved, adequate notice and disclosure were provided, ASIC had no objections, and the scheme was fair and reasonable, proposed in good faith and for a proper purpose.

Court Disposition

Schemes of Arrangement approved

Orders

  • The Schemes of Arrangement between the plaintiff and its members and optionholders be approved as set out in the Scheme Booklet and agreed to by resolutions passed at meetings on 28 January 2010.
  • The plaintiff is exempt from compliance with s 411(11) of the Corporations Act 2001 (Cth).