In the matter of Silver Lake Resources Limited (No 2) [2024] NSWSC 737

In the matter of Silver Lake Resources Limited (No 2) [2024] NSWSC 737

The scheme was approved because SLR complied with the Court's convening orders, the scheme meeting was held in accordance with those orders and approved the scheme by the requisite statutory majorities, all conditions precedent had been satisfied or waived, ASIC had no objection, the directors recommended the scheme, the independent expert considered it fair and reasonable and in the best interests of SLR shareholders in the absence of a superior proposal, there was no opposition, and the Court was satisfied that full and fair disclosure had been made and that the scheme was fair and reasonable for properly informed shareholders to approve.

Jurisdiction
Australia
Judgment Date
18 June 2024
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) for Orders Approving a Scheme of Arrangement / Second Court Hearing
Outcome
Orders made approving a scheme of arrangement.
Legal Topics
['schemes of Arrangement' 'arrangements and Reconstructions' 'approval of Scheme of Arrangement' 'court Discretion Under S 411']
['corporations'] ['schemes of Arrangement' 'arrangements and Reconstructions' 'approval of Scheme of Arrangement' 'court Discretion Under S 411']

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Procedural Posture

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

Legal Issues

  1. 1 ['Whether the procedural and statutory requirements for approval of the scheme of arrangement were satisfied.' 'Whether the scheme was fair and reasonable so that an intelligent and honest SLR shareholder, properly informed and acting alone, might approve it.' 'Whether the Court should exercise its discretion to approve the scheme.' 'Whether SLR 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 SLR complied with the Court's convening orders, the scheme meeting was held in accordance with those orders and approved the scheme by the requisite statutory majorities, all conditions precedent had been satisfied or waived, ASIC had no objection, the directors recommended the scheme, the independent expert considered it fair and reasonable and in the best interests of SLR shareholders in the absence of a superior proposal, there was no opposition, and the Court was satisfied that full and fair disclosure had been made and that the scheme was fair and reasonable for properly informed shareholders to approve.

Court Disposition

Orders made approving a scheme of arrangement.

Orders

  • ['The scheme of arrangement was approved.' 'SLR was granted an exemption under s 411(12) of the Corporations Act 2001 (Cth) from compliance with s 411(11).']