Vulcan Resources Ltd (ACN 100 072 624), in the matter of Vulcan Resources Ltd (ACN 100 072 624) (No 2) [2010] FCA 46

Vulcan Resources Ltd (ACN 100 072 624), in the matter of Vulcan Resources Ltd (ACN 100 072 624) (No 2) [2010] FCA 46

The Court approved the Amended Scheme because the evidence showed compliance with the applicable statutory and procedural requirements, ASIC had provided a statement of no objection, there was no evidence that the Scheme was proposed to avoid Chapter 6, the required statutory majority had approved it, members had adequate information and time, and the Scheme was advanced in good faith and was fair and reasonable.

Jurisdiction
Australia
Judgment Date
05 February 2010
Procedural Posture
Corporations Application for Approval of a Scheme of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Second Court Application After Scheme Meeting for Approval of the Proposed Scheme of Arrangement and Consequential Orders
Outcome
Amended Scheme approved and consequential orders made.
Legal Topics
['scheme of Arrangement' 'court Approval Under S 411(4)(b)' 'amendment of Scheme Under S 411(6)' 'asic Statement of No Objection' 'chapter 6 Takeover Avoidance' 'statutory Majority']
['corporations Law'] ['scheme of Arrangement' 'court Approval Under S 411(4)(b)' 'amendment of Scheme Under S 411(6)' 'asic Statement of No Objection' 'chapter 6 Takeover Avoidance' 'statutory Majority']

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 1 Authorities cited 2 Party arguments 1 Amounts and remedies 1
Sign in to unlock

Procedural Posture

Corporations Application for Approval of a Scheme of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Second Court Application After Scheme Meeting for Approval of the Proposed Scheme of Arrangement and Consequential Orders

Legal Issues

  1. 1 ['Whether the Scheme of Arrangement between Vulcan Resources Ltd and its members should be amended and approved under s 411(4)(b) and s 411(6) of the Corporations Act 2001 (Cth).' 'Whether the requirements of s 411(17) of the Corporations Act 2001 (Cth) were satisfied.' 'Whether the special statutory majority required by s 411(4)(a)(ii) of the Corporations Act 2001 (Cth) was achieved at the Scheme meeting.' 'Whether the Scheme complied with Pt 5.1 of the Corporations Act 2001 (Cth), was advanced in good faith, and was fair and reasonable.']

Ratio Decidendi

The Court approved the Amended Scheme because the evidence showed compliance with the applicable statutory and procedural requirements, ASIC had provided a statement of no objection, there was no evidence that the Scheme was proposed to avoid Chapter 6, the required statutory majority had approved it, members had adequate information and time, and the Scheme was advanced in good faith and was fair and reasonable.

Court Disposition

Amended Scheme approved and consequential orders made.

Orders

  • ['Pursuant to s 411(4)(b) and s 411(6) of the Corporations Act 2001 (Cth), the Scheme of Arrangement between the Plaintiff and its members being Annexure 2 to the Scheme Booklet registered by the Australian Securities and Investments Commission on 17 December 2009 and assigned document number 024428643 be amended by...