Re Azure Minerals Ltd

Re Azure Minerals Ltd involved a scheme of arrangement under s 411 of the Corporations Act 2001 (Cth), where the plaintiff, a lithium mining company, proposed to be wholly acquired by a vehicle jointly owned by two large mining groups. The case was heard at the first instance in the Federal Court of Australia. The primary issue before the court was whether orders should be made convening a scheme meeting and for the dispatch of the scheme booklet, given that the plaintiff's major shareholders had expressed their voting intentions in favour of the proposed scheme, and the independent expert had opined that the scheme was fair and reasonable and in the best interests of the shareholders.

The court considered the legal requirements for convening a scheme meeting under s 411 of the Corporations Act, as well as the evidence provided by the plaintiff's major shareholders and the independent expert. The court was satisfied that the plaintiff had demonstrated a sufficient level of support from its major shareholders, which was a crucial factor in determining whether the scheme was likely to succeed. Additionally, the independent expert's report, which was based on a detailed analysis of the transaction and the scheme, provided a strong basis for the court to conclude that the scheme was fair and reasonable. The court found that the evidence presented was sufficient to warrant the convening of a scheme meeting and the dispatch of the scheme booklet.

The Federal Court of Australia made orders convening a scheme meeting and for the dispatch of the scheme booklet. The court determined that the plaintiff had met the necessary threshold for convening a scheme meeting, given the level of support from its major shareholders and the independent expert's opinion. The court also noted that the scheme meeting and the general meeting would be held on the same day, with the general meeting taking place immediately prior to the scheme meeting. The orders allowed the scheme process to proceed, providing the plaintiff and the acquiring parties an opportunity to seek shareholder approval for the proposed acquisition.