Rex Minerals Limited, in the matter of Rex Minerals Limited (No 2) [2024] FCA 1195

Rex Minerals Limited, in the matter of Rex Minerals Limited (No 2) [2024] FCA 1195

The scheme was approved pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth) as all statutory and procedural requirements were satisfied, disclosure obligations were met, shareholder approval was overwhelming, the scheme was fair and reasonable, and ASIC issued a no objection statement. Exemption from compliance with s 411(11) was granted as the scheme will not affect the ongoing rights affected by the constitution of the company.

Parties
Plaintiff: Rex Minerals Limited; Other Interested Party: MACH Metals Australia Pty Ltd
Jurisdiction
Australia
Judgment Date
15 October 2024
Procedural Posture
Scheme of Arrangement Approval / Second Court Hearing (approval Hearing)
Outcome
Scheme of arrangement approved; exemption from s 411(11) granted
Legal Topics
Schemes of Arrangement, Court Approval of Scheme, Share Acquisition, Disclosure Obligations, Member Voting Requirements
Corporations Law Schemes of Arrangement Court Approval of Scheme Share Acquisition Disclosure Obligations Member Voting Requirements

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Parties

Rex Minerals Limited

Plaintiff

MACH Metals Australia Pty Ltd

Other Interested Party

Procedural Posture

Scheme of Arrangement Approval / Second Court Hearing (approval Hearing)

Legal Issues

  1. 1 Whether the scheme of arrangement should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth)
  2. 2 Whether full and fair disclosure was made to scheme members
  3. 3 Whether the scheme is fair and reasonable to scheme shareholders

Ratio Decidendi

The scheme was approved pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth) as all statutory and procedural requirements were satisfied, disclosure obligations were met, shareholder approval was overwhelming, the scheme was fair and reasonable, and ASIC issued a no objection statement. Exemption from compliance with s 411(11) was granted as the scheme will not affect the ongoing rights affected by the constitution of the company.

Court Disposition

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

Orders

  • Pursuant to s 411(4)(b) of the Corporations Act, the Scheme is approved.
  • Pursuant to s 411(12), Rex is exempt from compliance with s 411(11) in respect of the Scheme.