Sundance Resources Limited, in the matter of Sundance Resources Limited [2012] FCA 1290

Sundance Resources Limited, in the matter of Sundance Resources Limited [2012] FCA 1290

The Court made the orders because the Scheme was an arrangement between Sundance, a Part 5.1 body, and its ordinary shareholders as members of the same class; ASIC had been given notice and a reasonable opportunity to examine the Scheme and explanatory statement and did not intervene; the explanatory statement and...

Source-derived case information.

Jurisdiction
Australia
Judgment Date
19 November 2012
Procedural Posture
Application for Orders Under Ss 411(1) and 1319 of the Corporations Act 2001 (cth) in Relation to a Proposed Scheme of Arrangement / First Court Hearing; Orders Made to Convene a Meeting of Ordinary Shareholders and Approve Dispatch of the Explanatory Statement
Outcome
Orders made in terms of Sundance's minute; proceeding adjourned to 18 December 2012 for any application to approve the Scheme.
Legal Topics
['scheme of Arrangement' 'convening Meeting of Members' 'explanatory Statement' 'asic Consideration' 'deal Protection Clauses' 'break Fee']
['corporations Law'] ['scheme of Arrangement' 'convening Meeting of Members' 'explanatory Statement' 'asic Consideration' 'deal Protection Clauses' 'break Fee']

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Procedural Posture

Application for Orders Under Ss 411(1) and 1319 of the Corporations Act 2001 (cth) in Relation to a Proposed Scheme of Arrangement / First Court Hearing; Orders Made to Convene a Meeting of Ordinary Shareholders and Approve Dispatch of the Explanatory Statement

Legal Issues

  1. 1 ['Whether the proposed Scheme was an arrangement in respect of which the Court may order a meeting of members under s 411(1) of the Corporations Act 2001 (Cth).' 'Whether Sundance was a Part 5.1 body and the Scheme participants were members of the same class.' 'Whether ASIC had a reasonable opportunity to examine the Scheme and draft explanatory statement and make submissions.' 'Whether the explanatory statement provided adequate disclosure and contained the prescribed information.' "Whether there was any apparent reason why the Scheme should not in due course receive Court approval if passed by the necessary majority of members' votes." 'Whether unusual aspects of the transaction, including the break fee, notice of the second hearing, meeting procedure, risk and title provisions, should concern the Court at the first hearing.']

Ratio Decidendi

The Court made the orders because the Scheme was an arrangement between Sundance, a Part 5.1 body, and its ordinary shareholders as members of the same class; ASIC had been given notice and a reasonable opportunity to examine the Scheme and explanatory statement and did not intervene; the explanatory statement and procedural requirements were sufficient; and no disclosed aspect of the transaction showed any apparent reason why the Scheme should not, if approved by the required majority, later receive Court approval.

Court Disposition

Orders made in terms of Sundance's minute; proceeding adjourned to 18 December 2012 for any application to approve the Scheme.

Orders

  • ['Pursuant to s 411(1) of the Corporations Act 2001 (Cth), Sundance was ordered to convene a meeting of holders of its ordinary shares to consider and, if thought fit, approve the proposed Scheme.' 'The Scheme Meeting was ordered to be held at 10.00 am (AWST) on 14 December 2012 at the Perth Convention and...