Warwick Resources Limited, in the matter of Warwick Resources Limited (No 2) [2009] FCA 1476

Warwick Resources Limited, in the matter of Warwick Resources Limited (No 2) [2009] FCA 1476

The Court approved the members' scheme and optionholders' scheme because notice was given and meetings were held in accordance with the Court's orders, the resolutions approving the schemes were passed by the requisite majorities under s 411(4) of the Corporations Act 2001 (Cth), outstanding conditions to the scheme implementation agreement had been satisfied or waived, ASIC had provided a no-objection letter, there was no reason to withhold approval under s 411(17), there was no evidence that the majority acted other than in good faith and for a legitimate purpose, and there was no evidence that the schemes were other than fair and reasonable.

Jurisdiction
Australia
Judgment Date
07 December 2009
Procedural Posture
Application for Approval of Schemes of Arrangement / Second Hearing for Approval After Meetings of Members and Optionholders
Outcome
Schemes of arrangement approved and exemption from compliance with Section 411(11) of the Act granted.
Legal Topics
['schemes of Arrangement' "members' Scheme" "optionholders' Scheme" 'court Approval Under S 411 of the Corporations Act 2001 (cth)' 'asic No Objection Letter']
['corporations Law'] ['schemes of Arrangement' "members' Scheme" "optionholders' Scheme" 'court Approval Under S 411 of the Corporations Act 2001 (cth)' 'asic No Objection Letter']

Case Brief

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Procedural Posture

Application for Approval of Schemes of Arrangement / Second Hearing for Approval After Meetings of Members and Optionholders

Legal Issues

  1. 1 ['Whether the requirements of s 411 of the Corporations Act 2001 (Cth) had been satisfied.' 'Whether the majority of members acted in good faith and not for an illegitimate purpose.' 'Whether the schemes were fair and reasonable in the sense referred to in Re NRMA Insurance Ltd (No 1) (2000) 156 FLR 349.' "Whether the Court should approve the members' scheme and optionholders' scheme."]

Ratio Decidendi

The Court approved the members' scheme and optionholders' scheme because notice was given and meetings were held in accordance with the Court's orders, the resolutions approving the schemes were passed by the requisite majorities under s 411(4) of the Corporations Act 2001 (Cth), outstanding conditions to the scheme implementation agreement had been satisfied or waived, ASIC had provided a no-objection letter, there was no reason to withhold approval under s 411(17), there was no evidence that the majority acted other than in good faith and for a legitimate purpose, and there was no evidence that the schemes were other than fair and reasonable.

Court Disposition

Schemes of arrangement approved and exemption from compliance with Section 411(11) of the Act granted.

Orders

  • ['The Schemes of Arrangement between the Plaintiff and its members and optionholders, being Appendix 3 and 4 respectively to the Scheme Booklet, be approved.' 'In accordance with Section 411(12) of the Act, the Plaintiff is exempt from compliance with Section 411(11) of the Act.' 'An office copy of this Order be...