Redcliffe Resources Limited, in the matter of Redcliffe Resources Limited [2016] FCA 404

Redcliffe Resources Limited, in the matter of Redcliffe Resources Limited [2016] FCA 404

The Court approved the scheme because the statutory and procedural requirements had been complied with, ASIC had provided a no objection letter, there had been full and frank disclosure, Australia was the lex situs of the shares so the compulsory transfer of all shares to Northern Manganese Limited under the scheme would be binding, the scheme was fair in a general sense, and there was no reason to exercise discretion against approval.

Jurisdiction
Australia
Judgment Date
23 March 2016
Procedural Posture
Corporations Scheme of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Second Court Hearing for Approval of Scheme of Arrangement
Outcome
Scheme of arrangement approved; exemption from compliance with s 411(11) granted; lodgement with ASIC ordered.
Legal Topics
['scheme of Arrangement' 'approval Under S 411(4)(b)' 'exemption From S 411(11)' 'lex Situs of Shares' 'registered Foreign Company' 'transfer of Shares']
['corporations' 'private International Law'] ['scheme of Arrangement' 'approval Under S 411(4)(b)' 'exemption From S 411(11)' 'lex Situs of Shares' 'registered Foreign Company' 'transfer of Shares']

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Procedural Posture

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

Legal Issues

  1. 1 ['Whether the procedural requirements for approval of the scheme of arrangement had been complied with.' "Whether there had been full and frank disclosure of matters that should be brought to the Court's attention." "Whether Australia was the lex situs of the plaintiff's shares so that the scheme could bind and validly transfer all shares and operate against all members." 'Whether the scheme was fair in a general sense and whether there was any reason to exercise discretion against approval.']

Ratio Decidendi

The Court approved the scheme because the statutory and procedural requirements had been complied with, ASIC had provided a no objection letter, there had been full and frank disclosure, Australia was the lex situs of the shares so the compulsory transfer of all shares to Northern Manganese Limited under the scheme would be binding, the scheme was fair in a general sense, and there was no reason to exercise discretion against approval.

Court Disposition

Scheme of arrangement approved; exemption from compliance with s 411(11) granted; lodgement with ASIC ordered.

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 C to the Scheme Booklet which is Annexure WE-2 to the affidavit of Mr Wayne Edwards sworn 16 March 2016 in this proceeding, subject to the amendments of the...