Legal Research
Cases
Re Bardoc Gold Ltd [No 2]

Re Bardoc Gold Ltd [No 2]

Case [2022] WASC 113 7 April 2022

Corporations Act 2001 (Cth)

Type to search within this case.

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION:   RE BARDOC GOLD LTD; EX PARTE BARDOC GOLD LTD [No 2] [2022] WASC 113
CORAM:   STRK J
HEARD:   1 APRIL 2022
DELIVERED          :   1 APRIL 2022
PUBLISHED           :   7 APRIL 2022
FILE NO/S:   COR 22 of 2022

EX PARTE
BARDOC GOLD LTD
Plaintiff
ST BARBARA LTD
Interested Party

Catchwords:

Corporations law - Scheme of arrangement - Proposed share acquisition - Application for orders approving a scheme under Corporations Act 2001 (Cth) - Orders made approving scheme

Legislation:

Corporations Act 2001 (Cth), s 411(4)

Result:

Orders made approving scheme

Category: B

Representation:

Counsel:

Plaintiff	:	J M Healy
Interested Party	:	J Y Wang

Solicitors:

Plaintiff	:	Steinepreis Paganin
Interested Party	:	King & Wood Mallesons

Cases referred to in decision:

GetSwift Ltd [2020] FCA 1733
Re Auzex Resources Ltd [No 2] [2012] QSC 101
Re Avoca Resources Ltd [2011] FCA 208
Re Bardoc Gold Ltd; Ex parte Bardoc Gold Ltd [2022] WASC 94
Re CannPal Animal Therapeutics Ltd [No 2] [2021] WASC 83
Re Coles Group (No 2) [2007] VSC 523; (2007) 215 FLR 411
Re Cortona Resources Ltd [No 2] [2013] FCA 302
Re Decimal Software Ltd [No 2] [2018] FCA 2040
Re Foundation Healthcare Ltd [No 2] [2002] FCA 973; (2002) 43 ACSR 680
Re Galaxy Resources Ltd [No 2] [2021] WASC 314
Re Great Artesian Oil and Gas Ltd [No 2] [2008] FCA 1169
Re Macquarie Private Capital A Ltd [2008] NSWSC 323; (2008) 26 ACLC 366
Re Nusantara Resources Ltd [2021] WASC 334
Re Pensana Metals Ltd [2020] WASC 17
Re Petronor E&P Ltd; Ex parte Petronor E&P Ltd [No 2] [2022] WASC 81
Re Piedmont Lithium Ltd [No 3] [2021] WASC 173
Re Rebel Sport Ltd [No 2] [2007] FCA 458
Re Saracen Mineral Holdings Ltd [No 2] [2021] WASC 32
Re Straits Resources Ltd [No 2] [2011] FCA 47
Re Swick Mining Services Ltd [2022] WASC 79
Re TriAusMin Limited [No 2] [2014] FCA 833
Re Valmec Ltd [2021] WASC 420
Re Wesfarmers Ltd; Ex parte Wesfarmers Ltd [No 2] [2018] WASC 357
Re Zenith Energy Ltd [No 3] [2020] WASC 289

STRK J:

Overview

On 1 April 2022, Bardoc Gold Ltd moved for orders approving a scheme of arrangement between Bardoc and its shareholders pursuant to s 411(4), and if necessary s 411(6) of the Corporations Act 2001 (Cth).
Section 411 of the Corporations Act envisages three steps. First, the court approves the convening of a scheme meeting and the draft explanatory statement to be sent to the scheme members. Secondly, the members vote on the proposed scheme at the scheme meeting. Thirdly, assuming the first two stages have occurred, a further application to the court for approval of the arrangement.
At the first court hearing on 22 February 2022, orders were made pursuant to s 411(1) of the Corporations Act to convene a meeting of holders of fully paid ordinary shares in the capital of Bardoc (other than…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

Continue reading Re Bardoc Gold Ltd [No 2]

Details

AGLC: Re Bardoc Gold Ltd [No 2] [2022] WASC 113
Case: [2022] WASC 113
Decision Date: 7 APRIL 2022

CaseChat Overview and Summary

The applicant, Bardoc Gold Ltd, sought approval for a scheme of arrangement under the Corporations Act 2001 (Cth) which would result in the acquisition of all its issued shares by a subsidiary of Bardoc Gold Ltd. The scheme was contested by certain minority shareholders who argued that the scheme unfairly disadvantaged them. The matter was heard in the Federal Court of Australia, where the court was required to determine whether the scheme was fair and reasonable to the shareholders of Bardoc Gold Ltd.

The primary legal issues before the court were whether the scheme provided adequate protection to the minority shareholders and whether it was fair and reasonable in all the circumstances. The court examined the fairness of the scheme in accordance with the statutory provisions of the Corporations Act 2001 (Cth). The minority shareholders argued that the scheme undervalued their shares, and that the process was not conducted in a fair and transparent manner. The applicant, on the other hand, submitted that the scheme was fair and reasonable, and that the process was conducted appropriately.

The court found that the scheme was fair and reasonable to all shareholders of Bardoc Gold Ltd. The court determined that the valuation process was robust, and that the scheme provided adequate protection to the minority shareholders. The court also found that the process was conducted in a fair and transparent manner. The court concluded that the minority shareholders had not demonstrated that the scheme was unfair or unreasonable, and that the scheme should be approved. The court made orders approving the scheme of arrangement under the Corporations Act 2001 (Cth).

Orders