In the matter of Wiggins Island Coal Export Terminal Pty Ltd

Wiggins Island Coal Export Terminal Pty Ltd applied for orders convening meetings of members to consider and, if thought fit, approve a proposed scheme of arrangement. The application was made under section 411 of the Corporations Act 2001 (Cth). The proposed scheme involved the company's reconstruction and aimed to alter its capital structure and governance arrangements. The legal issues before the court were whether the requirements to order scheme meetings were satisfied and whether the proposed scheme was fair and reasonable for the relevant class of members.

The court first considered the requirements to order scheme meetings. The company had demonstrated that it had a majority of the votes entitled to be cast on the resolution proposing the scheme, satisfying one of the criteria under section 411(2)(a) of the Corporations Act. Additionally, the court found that the company had provided adequate information to the members to make an informed decision on the scheme. Therefore, the court was satisfied that the requirements for convening the meetings were met.

Regarding the fairness and reasonableness of the scheme, the court examined the proposed terms and their impact on the different classes of members. It was noted that the scheme provided for a distribution of the company's assets, including cash and shares in a new company, and that the members would have the opportunity to participate in the new entity. The court concluded that the scheme was fair and reasonable for the members, as it provided a viable alternative to the company's liquidation and offered a potential return on their investment. Thus, the court was satisfied that the scheme met the criteria of being fair and reasonable.

The court ordered meetings of the members to be convened to consider and, if thought fit, approve the proposed scheme of arrangement. The court also declared that, if approved by the requisite majority, the scheme would be binding on all members of the relevant class.