Barrick (Australia Pacific Exploration) Pty Limited v Barrick (PD) Australia Pty Limited, in the matter of Barrick (Australia Pacific Exploration) Pty Limited (No 2)

Barrick (Australia Pacific Exploration) Pty Limited and other associated entities sought approval for a series of schemes of arrangement with their shareholders, which would result in a corporate restructuring. The case reached the Federal Court of Australia, which was required to determine whether the statutory requirements had been met, the fairness of the schemes, and whether the Court should exercise its discretion to approve the arrangements. The plaintiffs argued that the schemes were fair, that all statutory requirements had been complied with, and that there were no objections from the Australian Securities and Investments Commission (ASIC). The Court considered the comprehensive submissions and affidavits provided by the plaintiffs, which detailed the nature and purpose of the schemes, the steps taken to ensure compliance with the Corporations Act, and the outcomes of shareholder meetings.

The Court found that the statutory requirements, including the convening of shareholder meetings and compliance with Court orders, had been met. The Court also determined that the schemes were fair in a general sense, as they provided for good faith voting by members, a fair and reasonable proposal, full disclosure of relevant information, and no oppression of minority shareholders. The absence of objections from ASIC further supported the fairness and appropriateness of the schemes. The Court concluded that the plaintiffs had complied with the directions and statutory requirements and that there were no unforeseen issues from creditors.

The Court approved the schemes of arrangement, granting consequential and related orders under section 413 of the Corporations Act, and exempted the plaintiffs from certain compliance requirements under section 411(11). The orders facilitated the transfer of assets and liabilities, the continuation of legal proceedings, and the deregistration of the plaintiffs without winding up. The Court emphasised that the defendant would handle transferred information under the same terms and conditions as the plaintiffs and could apply for any necessary consequential orders.