TriAusMin Limited, in the matter of TriAusMin Limited (No 2) [2014] FCA 833

TriAusMin Limited, in the matter of TriAusMin Limited (No 2) [2014] FCA 833

The Court approved the Scheme because the statutory requirements and formal matters were satisfied, ASIC had provided its usual letter, the Scheme was approved by the requisite majority, and none of the identified matters justified withholding approval. The late despatch to five Canadian shareholders holding only 1,530 shares did not cause substantial injustice; the low turnout was not shown to be unrepresentative or caused by any deterrent or procedural irregularity and was higher than TriAusMin's historical meeting turnout; and although the unapproved amendment to the Notice of Meeting was not good practice and contained an error, the Scheme Booklet stated the correct position and the...

Jurisdiction
Australia
Judgment Date
04 August 2014
Procedural Posture
Corporations Scheme of Arrangement Approval Under S 411(4)(b) of the Corporations Act 2001 (cth) / Second Court Hearing/application for Approval of Scheme of Arrangement
Outcome
Scheme of arrangement approved and exemption from compliance with s 411(11) granted.
Legal Topics
['scheme of Arrangement' 'approval of Scheme of Arrangement' 'irregularities in Despatch of Scheme Booklet' 'low Voter Turnout' 'supplementary Materials Sent Without Court Approval' 'exemption From S 411(11) of the Corporations Act 2001 (cth)' 'securities Act 1933 (usa) S 3(a)(10) Exemption']
['corporations Law'] ['scheme of Arrangement' 'approval of Scheme of Arrangement' 'irregularities in Despatch of Scheme Booklet' 'low Voter Turnout' 'supplementary Materials Sent Without Court Approval' 'exemption From S 411(11) of the Corporations Act 2001 (cth)' 'securities Act 1933 (usa) S 3(a)(10) Exemption']

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Procedural Posture

Corporations Scheme of Arrangement Approval Under S 411(4)(b) of the Corporations Act 2001 (cth) / Second Court Hearing/application for Approval of Scheme of Arrangement

Legal Issues

  1. 1 ['Whether the scheme of arrangement between TriAusMin Limited and its shareholders should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether irregularities in despatch of the Scheme Booklet to five Canadian shareholders prevented approval of the Scheme.' 'Whether low voter turnout at the Scheme Meeting should cause the Court to withhold approval.' 'Whether amendments to the Notice of Meeting and other documents sent to Canadian shareholders without prior Court approval should prevent approval of the Scheme.' 'Whether TriAusMin should be exempted under s 411(12) from compliance with s 411(11) of the Corporations Act 2001 (Cth).']

Ratio Decidendi

The Court approved the Scheme because the statutory requirements and formal matters were satisfied, ASIC had provided its usual letter, the Scheme was approved by the requisite majority, and none of the identified matters justified withholding approval. The late despatch to five Canadian shareholders holding only 1,530 shares did not cause substantial injustice; the low turnout was not shown to be unrepresentative or caused by any deterrent or procedural irregularity and was higher than TriAusMin's historical meeting turnout; and although the unapproved amendment to the Notice of Meeting was not good practice and contained an error, the Scheme Booklet stated the correct position and the...

Court Disposition

Scheme of arrangement approved and exemption from compliance with s 411(11) granted.

Orders

  • ['Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth) (Act), the scheme of arrangement between the plaintiff, TriAusMin Limited (ACN 062 002 475) (TriAusMin), and its shareholders (Scheme), being in the form contained in Annexure D of the Scheme Booklet which was registered with the Australian Securities and...