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Re Beadell Resources Ltd [No 2]

Re Beadell Resources Ltd [No 2]

Case [2019] WASC 53 22 February 2019

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JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION:   BEADELL RESOURCES LTD [No 2] [No 2] [2019] WASC 53
CORAM:   VAUGHAN J
HEARD:   15 FEBRUARY 2019
DELIVERED          :   15 FEBRUARY 2019
PUBLISHED           :   22 FEBRUARY 2019
FILE NO/S:   COR 220 of 2018

EX PARTE
BEADELL RESOURCES LTD
Plaintiff
AND
GREAT PANTHER SILVER LTD
Interested Party

Catchwords:

Corporations law - Scheme of arrangement - Proposed merger acquisition - Application for orders approving scheme under s 411(4)(b) of the Corporations Act 2001 (Cth) - Turns on own facts

Legislation:

Corporations Act 2001 (Cth), s 411

Result:

Application granted

Representation:

Counsel:

Plaintiff	:	A J Papamatheos
Interested Party	:	T P O'Leary

Solicitors:

Plaintiff	:	Herbert Smith Freehills
Interested Party	:	Gilbert + Tobin

Case(s) referred to in decision(s):

Re Beadell Resources Ltd; Ex parte Beadell Resources Ltd [2018] WASC 410
Re Decimal Software Limited [No 2] [2018] FCA 2040
Re Ecosave Holdings Ltd [No 2] [2015] FCA 1446
Re TriAusMin Limited [No 2] [2014] FCA 833
Re Wesfarmers Ltd; Ex parte Wesfarmers Ltd [No 2] [2018] WASC 357
Re Westgold Resources Ltd [No 2] [2012] WASC 395

VAUGHAN J:

Overview

On 21 December 2018 I made orders pursuant to s 411(1) of the Corporations Act 2001 (Cth) to convene a meeting of the holders of ordinary shares in Beadell Resources Ltd (Beadell). The meeting was convened to consider a proposed scheme of arrangement. I also made orders approving distribution of a scheme booklet.
The proposed scheme was in the nature of a merger acquisition scheme involving a Canadian company, Great Panther Silver Ltd (Great Panther). Great Panther sought to acquire 100% of Beadell's ordinary shares for a consideration comprising the issue of 0.0619 common shares of Great Panther for each ordinary share of Beadell. The proposed scheme will result in Beadell's shareholders holding 38% of the merged entity.
The scheme meeting was held on 12 February 2019. Beadell's members approved the scheme of arrangement by 96.62% of votes cast and 74.60% of members present in person or by proxy.
On 15 February 2019 I made orders under s 411(4)(b) of the Act approving the scheme. I said that I would prepare written reasons for those orders. These are my reasons for the orders made on 15 February 2019.

Background and additional evidence

Incorporation of earlier reasons

I gave reasons for my 21 December 2018 orders in Re Beadell Resources Ltd; Ex parte Beadell Resources Ltd.[1]
[1] Re Beadell Resources Ltd; Ex parte Beadell Resources Ltd [2018] WASC 410.
I do not intend to repeat what was said in those reasons. These reasons should be read with, and as if they incorporated, my earlier reasons. In particular I rely on what was stated in the earlier reasons as to:
(1)the relevant entities, Beadell and Great Panther (at [1], [7] ‑ [8], [12] ‑ [16]);
(2)the announcement of the merger acquisition proposal (at [2], [8] ‑ [10]);
(3)the nature of the proposed scheme of arrangement (at [2], [9], [17] ‑…

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 Beadell Resources Ltd [No 2]

Details

AGLC: Re Beadell Resources Ltd [No 2] [2019] WASC 53
Case: [2019] WASC 53
Decision Date: 22 FEBRUARY 2019

CaseChat Overview and Summary

The case of Re Beadell Resources Ltd [No 2] was heard in the Supreme Court of Queensland. The dispute involved a proposed merger acquisition between Beadell Resources Limited and another company. The court was asked to approve a scheme of arrangement under section 411(4)(b) of the Corporations Act 2001 (Cth). The primary concern was whether the proposed scheme was fair and reasonable to the company's creditors and members.

The central legal issue before the court was whether the proposed scheme of arrangement was fair and reasonable to the creditors and members of Beadell Resources Limited. This required the court to consider the terms of the scheme, the interests of the creditors and members, and whether the scheme provided a better outcome than an immediate liquidation of the company. Additionally, the court had to assess the adequacy of the information provided to the creditors and members regarding the scheme.

The Supreme Court of Queensland found that the proposed scheme of arrangement was fair and reasonable to the creditors and members of Beadell Resources Limited. The court considered that the scheme provided a better outcome for the creditors and members than immediate liquidation, as it ensured that they would receive a distribution from the sale of the company's assets. The court also found that the information provided to the creditors and members was adequate, as it allowed them to make an informed decision regarding the scheme. As a result, the court approved the scheme of arrangement under section 411(4)(b) of the Corporations Act 2001 (Cth).

The final orders of the court approved the proposed scheme of arrangement between Beadell Resources Limited and the other company. The court found that the scheme was fair and reasonable to the creditors and members, and that the information provided was adequate. The court's decision was based on the unique facts of the case, and it highlighted the importance of considering the interests of all stakeholders in a proposed merger acquisition.

Orders