In the Matter of Kalgoorlie Lake View Proprietary Ltd [2005] FCA 1440

In the Matter of Kalgoorlie Lake View Proprietary Ltd [2005] FCA 1440

The scheme achieves its business purpose fairly, is supported by members and creditors, the minor amendments are within shareholders' contemplation, requirements of the Corporations Act 2001 (Cth) are satisfied, and no objections remain. The exemptions and approvals sought are appropriate.

Parties
First Plaintiff: Kalgoorlie Lake View Proprietary Ltd; Second Plaintiff: Macapa Pty Ltd; Third Plaintiff: Norkal Pty Ltd; Fourth Plaintiff: Newmont GRPL Pty Ltd; Fifth Plaintiff: North Kalgurli Mines Pty Ltd
Jurisdiction
Australia
Judgment Date
26 September 2005
Procedural Posture
Scheme of Arrangement / Application for Court Approval of Scheme of Arrangement, Final Orders
Outcome
scheme of arrangement approved; exemption from compliance with s 411(11) granted
Legal Topics
Scheme of Arrangement, Corporate Amalgamation, Transfer of Assets and Liabilities, Exemption From Compliance With S 411(11) Corporations Act
Corporations Law Scheme of Arrangement Corporate Amalgamation Transfer of Assets and Liabilities Exemption From Compliance With S 411(11) Corporations Act

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Parties

Kalgoorlie Lake View Proprietary Ltd

First Plaintiff

Macapa Pty Ltd

Second Plaintiff

Norkal Pty Ltd

Third Plaintiff

Newmont GRPL Pty Ltd

Fourth Plaintiff

North Kalgurli Mines Pty Ltd

Fifth Plaintiff

Procedural Posture

Scheme of Arrangement / Application for Court Approval of Scheme of Arrangement, Final Orders

Legal Issues

  1. 1 Whether the scheme of arrangement between the plaintiff companies and their members should be approved under ss 411(4)(b) and 411(6) of the Corporations Act 2001 (Cth)
  2. 2 Whether the court should grant an exemption from compliance with s 411(11) of the Corporations Act 2001 (Cth)

Ratio Decidendi

The scheme achieves its business purpose fairly, is supported by members and creditors, the minor amendments are within shareholders' contemplation, requirements of the Corporations Act 2001 (Cth) are satisfied, and no objections remain. The exemptions and approvals sought are appropriate.

Court Disposition

scheme of arrangement approved; exemption from compliance with s 411(11) granted

Orders

  • The scheme of arrangement between the plaintiffs and their members is approved pursuant to section 411(6) of the Corporations Act 2001 (Cth).
  • Orders under section 413 are made to facilitate the transfer of undertakings, assets, and liabilities as per the scheme.