Gloucester Coal Limited ABN 66 008 881 712

Gloucester Coal Limited, represented by its company secretary, applied to the Federal Court of Australia for the approval of a proposed scheme of arrangement involving its members. The dispute centred on whether the scheme, which aimed to restructure the company's share capital and potentially alter the rights of the shareholders, could be approved by the court. Helios Australia Pty Limited and its related entities contested the scheme, raising concerns about the fairness and adequacy of the proposed arrangements.

The legal issues before the court included whether the scheme was in the best interests of the company and its members, whether the necessary procedural requirements had been met, and if the explanatory statement provided sufficient information for members to make an informed decision. The court also needed to determine if the scheme met the requirements of the relevant sections of the Corporations Act 1989 (Cth), particularly whether it provided for fair treatment of all members.

The court found that the scheme was fair and in the best interests of the company and its members. It determined that the explanatory statement provided sufficient information for members to make an informed decision and that all procedural requirements had been met. The court concluded that the scheme met the statutory requirements and approved the scheme, directing the convening of a meeting of the members to consider the scheme.

The court ordered that Gloucester Coal Limited convene a meeting of its members, known as the Scheme Meeting, to consider the proposed scheme of arrangement. The meeting was set for 5 July 2007, with specific procedural details outlined in the orders. The court also directed the publication of notice of the hearing in "The Australian" newspaper and stood over the proceeding to allow for the Scheme Meeting to take place.