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Re Boart Longyear Ltd

Re Boart Longyear Ltd

Case [2021] NSWSC 982 6 August 2021

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Supreme Court

New South Wales

Medium Neutral Citation: In the matters of Boart Longyear Limited [2021] NSWSC 982
Hearing dates: 27 and 29 July 2021
Date of orders: 29 July 2021
Decision date: 06 August 2021
Jurisdiction: Equity - Corporations List
Before: Black J
Decision:
Orders made convening scheme meetings in two creditors’ schemes and members’ scheme and ancillary orders made.

Catchwords:
CORPORATIONS – Schemes of arrangement or compromise – Application under s 411 of the Corporations Act 2001 (Cth) for orders convening meeting of creditors and members to consider schemes of arrangement.

Legislation Cited:
- Corporations Act 2001 (Cth), 411, 412, 563A
- Cross-Border Insolvency Act 2008 (Cth), Sch 1

Cases Cited:
- First Pacific Advisors LLC v Boart Longyear Ltd (2017) 320 FLR 78; (2017) 121 ACSR 136; [2017] NSWCA 116
- FT Eastment & Sons Pty Ltd v Metal Roof Decking Supplies Pty Ltd (1977) 3 ACLR 69
- Re Abacus Funds Management Ltd (2006) 24 ACLC 211; [2005] NSWSC 1309
- ReArthur Yates & Co Ltd (2001) 36 ACSR 758; [2001] NSWSC 40
- Re Associated Advisory Practices Ltd [2013] FCA 761
- Re Atlas Iron Ltd (2016) 112 ACSR 554; [2016] FCA 366
- Re BINGO Industries Limited [2021] NSWSC 798
- Re BIS Finance Pty Limited [2017] NSWSC 1713
- Re Boart Longyear Ltd (2017) 121 ACSR 328; [2017] NSWSC 567
- Re Boart Longyear Ltd (2017) 318 FLR 226; [2017] NSWSC 537
- Re Boart Longyear Ltd (No 2) (2017) 323 FLR 241; (2017) 122 ACSR 437; [2017] NSWSC 1105
- Re Centrebet International Limited [2011] FCA 870
- Re Coca-Cola Amatil Limited [2021] NSWSC 270
- Re Ellerston Global Investments Limited [2020] NSWSC 879
- Re Glencore Nickel Pty Ltd (2003) 44 ACSR 210; [2003] WASC 18
- Re Hills Motorway Ltd (2002) 43 ACSR 101; [2002] NSWSC 897
- Re New Look Financing Plc [2020] EWHC 2793 (Ch)
- Re Obrascon Huarte Lain SA [2021] EWHC 1431 (Ch)
- Re Permanent Trustee Co (2002) 43 ACSR 601; [2002] NSWSC 1177
- Re SAI Global Limited [2016] FCA 1312
- Re Selecta Finance UK Ltd [2020] EWHC 2689 (Ch)
- Re Simavita Holdings Limited [2013] FCA 1274
- Re Syncreon Group BV [2019] EWHC 2412 (Ch)
- Re The Trust Company Ltd [2013] NSWSC 1680
- Re TPG Telecom Limited [2020] NSWSC 772
- Re Villa World Ltd (2019) 139 ACSR 550; [2019] NSWSC 1207
- Re Virgin Atlantic Airways Ltd [2020] EWHC 2376 (Ch)
- Re Watpac Limited [2018] FCA 656

Category: Principal judgment
Parties:
Proceedings 2021/209335
Boart Longyear Limited (First Plaintiff)
Boart Longyear Management Pty Ltd (Second Plaintiff)
Boart Longyear Australia Pty Ltd (Third Plaintiff)
Votraint No 1609 Pty Ltd (Fourth Plaintiff)
Boart Longyear Investments Pty Ltd (Fifth Plaintiff)
BL Capital Management LLC (Sixth Plaintiff)
BLY US Holdings Inc (Seventh Plaintiff)
Proceedings 2021/209360
Boart Longyear Limited (Plaintiff)
Representation:
Counsel:
I M Jackman SC/B Ng (Plaintiffs)
M Oakes…

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 Boart Longyear Ltd

Details

AGLC: Re Boart Longyear Ltd [2021] NSWSC 982
Case: [2021] NSWSC 982
Decision Date: 06 August 2021

CaseChat Overview and Summary

The application was brought by the liquidators of Boart Longyear Limited, an Australian company, seeking orders convening meetings of the company’s creditors and members to consider schemes of arrangement under section 411 of the Corporations Act 2001 (Cth). The respondents were the company’s directors and other interested parties. The dispute centred on whether the court should approve the proposed schemes of arrangement, which were intended to provide a financial restructuring solution for the company.

The court was required to decide whether the proposed schemes of arrangement met the statutory criteria set out in the Corporations Act. Specifically, the court had to determine if the schemes were in the best interests of the creditors and members, if they provided a better return to creditors than a winding up of the company, and if they were fair and equitable to the members. Additionally, the court had to consider whether the proposed arrangements were in accordance with the provisions of the Act and if there were any irregularities or procedural defects that would invalidate the schemes.

In considering these issues, the court examined the detailed submissions and evidence provided by the liquidators and the respondents. It assessed the merits of the proposed schemes, including the financial viability and potential benefits to the creditors and members. The court also evaluated the fairness and reasonableness of the arrangements to the members and ensured compliance with the procedural requirements of the Act. Ultimately, the court found that the proposed schemes met the statutory criteria and were in the best interests of the creditors and members. Consequently, the court approved the schemes of arrangement and ordered the convening of the necessary meetings.

The court made orders convening meetings of the company’s creditors and members to consider and vote on the approved schemes of arrangement. The orders also provided for the necessary notices to be given and the procedures to be followed at the meetings. The court’s decision facilitated the implementation of the restructuring plans, which aimed to provide a resolution for the company’s financial difficulties and to benefit its creditors and members.

Orders