Tronox Limited, in the matter of Tronox Limited [2019] FCA 312

Tronox Limited, in the matter of Tronox Limited [2019] FCA 312

The Court made orders convening the Scheme Meetings because Tronox was a Part 5.1 body proposing arrangements with its members; ASIC had received the required notice and reasonable opportunity to examine the Schemes and explanatory statement; the proposed Schemes were conventional redomiciliation schemes and not facially unfair or inappropriate; shareholders would receive adequate disclosure through the Information Memorandum and Independent Expert's report; Exxaro was properly treated as a separate class; the Connecticut meeting location was appropriate given the shareholder base; and specific DTC voting directions were justified to avoid disenfranchising the vast majority of Class A...

Jurisdiction
Australia
Judgment Date
08 February 2019
Procedural Posture
Application Under S 411(1) of the Corporations Act 2001 (cth) to Convene Meetings to Consider Proposed Schemes of Arrangement / First Court Hearing; Orders Made Convening Scheme Meetings and Approving the Explanatory Statement
Outcome
Orders made under s 411(1) of the Corporations Act 2001 (Cth) convening meetings of Class A Shareholders and the Class B Shareholder and approving the Information Memorandum, with further hearing adjourned.
Legal Topics
['redomiciliation From Australia to the United Kingdom' 'convening Scheme Meetings' 'shareholder Classes' 'depository Trust Company Voting System' 'explanatory Statement Approval' 'united States Securities Law Requirements']
['corporations' 'schemes of Arrangement'] ['redomiciliation From Australia to the United Kingdom' 'convening Scheme Meetings' 'shareholder Classes' 'depository Trust Company Voting System' 'explanatory Statement Approval' 'united States Securities Law Requirements']

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Procedural Posture

Application Under S 411(1) of the Corporations Act 2001 (cth) to Convene Meetings to Consider Proposed Schemes of Arrangement / First Court Hearing; Orders Made Convening Scheme Meetings and Approving the Explanatory Statement

Legal Issues

  1. 1 ['Whether the Court should order under s 411(1) of the Corporations Act 2001 (Cth) that meetings of Tronox shareholders be convened to consider the proposed schemes of arrangement.' 'Whether Class A Shareholders and the Class B Shareholder should vote in separate classes.' 'Whether the proposed Scheme Meetings could appropriately be held in Stamford, Connecticut.' 'Whether voting procedures should accommodate the Depository Trust Company system in the United States.' 'Whether the Schemes were fit for consideration by shareholders and the Information Memorandum provided adequate disclosure.']

Ratio Decidendi

The Court made orders convening the Scheme Meetings because Tronox was a Part 5.1 body proposing arrangements with its members; ASIC had received the required notice and reasonable opportunity to examine the Schemes and explanatory statement; the proposed Schemes were conventional redomiciliation schemes and not facially unfair or inappropriate; shareholders would receive adequate disclosure through the Information Memorandum and Independent Expert's report; Exxaro was properly treated as a separate class; the Connecticut meeting location was appropriate given the shareholder base; and specific DTC voting directions were justified to avoid disenfranchising the vast majority of Class A...

Court Disposition

Orders made under s 411(1) of the Corporations Act 2001 (Cth) convening meetings of Class A Shareholders and the Class B Shareholder and approving the Information Memorandum, with further hearing adjourned.

Orders

  • ['Pursuant to subsection 411(1) of the Corporations Act 2001 (Cth), Tronox convene and hold a Class A Meeting and a Class B Meeting at Stamford Marriott Hotel, Stamford, Connecticut, United States of America to consider and, if thought fit, approve the Schemes.' 'The Scheme Meetings be convened by sending the...