Straits Resources Limited, in the matter of Straits Resources Limited (No 2) [2011] FCA 47

Straits Resources Limited, in the matter of Straits Resources Limited (No 2) [2011] FCA 47

The Scheme of Arrangement is approved as all procedural steps under the Corporations Act have been met, the shareholders overwhelmingly supported the Scheme, the Scheme Meeting was not unrepresentative, and the proposed amendment is technical and does not disadvantage shareholders. The exemption under s 3(a)(10) of the Securities Act 1933 (US) is also supported by proper notice and expert evidence.

Parties
Plaintiff: Straits Resources Limited ACN 056 601 417
Jurisdiction
Australia
Judgment Date
31 January 2011
Procedural Posture
Scheme of Arrangement Application / Second Court Hearing—application for Approval of Scheme
Outcome
Scheme of Arrangement approved; technical amendment made; exemption granted.
Legal Topics
Scheme of Arrangement, Demerger, Court Approval, Shareholder Voting, Securities Exemption
Corporations Law Scheme of Arrangement Demerger Court Approval Shareholder Voting Securities Exemption

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Parties

Straits Resources Limited ACN 056 601 417

Plaintiff

Procedural Posture

Scheme of Arrangement Application / Second Court Hearing—application for Approval of Scheme

Legal Issues

  1. 1 Whether the Demerger Scheme of Arrangement should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth)
  2. 2 Whether the court should exercise its discretion to approve the Scheme given the voting results
  3. 3 Whether the Scheme Meeting was unrepresentative or subject to votes with a special interest

Ratio Decidendi

The Scheme of Arrangement is approved as all procedural steps under the Corporations Act have been met, the shareholders overwhelmingly supported the Scheme, the Scheme Meeting was not unrepresentative, and the proposed amendment is technical and does not disadvantage shareholders. The exemption under s 3(a)(10) of the Securities Act 1933 (US) is also supported by proper notice and expert evidence.

Court Disposition

Scheme of Arrangement approved; technical amendment made; exemption granted.

Orders

  • Pursuant to s 411(4)(b) and (6) Corporations Act 2001 (Cth), Scheme approved with amendment to clause 2.1(d)(i) to read 255,203,614 shares.
  • Pursuant to s 411(12), exemption granted from compliance with s 411(11) Corporations Act in relation to Order 1.