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Re Cassini Resources Ltd;

Re Cassini Resources Ltd;

Case [2020] WASC 317 7 September 2020

Schemes of Arrangement

Capital Reduction

Demerger

Interconditional Schemes

Statutory Interpretation

Corporate Law & Governance

Type to search within this case.

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION:   RE CASSINI RESOURCES LTD; EX PARTE CASSINI RESOURCES LTD [2020] WASC 317
CORAM:   HILL J
HEARD:   12 AUGUST 2020
DELIVERED          :   7 SEPTEMBER 2020
FILE NO/S:   COR 96 of 2020
COR 97 of 2020

MATTER: Cassini Resources Ltd

EX PARTE
CASSINI RESOURCES LTD
Plaintiff
OZ MINERALS LTD
Interested Party

Catchwords:

Corporations law - Schemes of arrangement - Acquisition of applicant by scheme of arrangement - Demerger of some subsidiaries of applicant by scheme of arrangement - Associated proposed capital reduction of applicant - Interconditional schemes of arrangement - Application for orders convening scheme meetings under s 411(1) of the Corporations Act 2001 (Cth) - Whether requirements to order scheme meetings are satisfied - Orders made convening meetings

Legislation:

Corporations Act 2001 (Cth), s 256C, s 411, s 1319
Supreme Court (Corporations) (WA) Rules 2004 (WA)

Result:

Orders made convening scheme meetings and giving directions sought

Category: B

Representation:

Counsel:

Plaintiff	:	A J Papamatheos
Interested Party	:	P J Tydde

Solicitors:

Plaintiff	:	DLA Piper Australia - Perth
Interested Party	:	Gilbert + Tobin

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

Re Alchemia Ltd [2012] FCA 927
Re Amcom Telecommunications Ltd [2015] FCA 341
Re APN News & Media Ltd [2007] FCA 770; (2007) 62 ACSR 400
Re CSR Ltd [2010] FCAFC 34; (2010) 183 FCR 358
Re David Jones Ltd [No 2] [2014] FCA 720; (2014) 101 ACSR 381
Re Doray Minerals Ltd; Ex Parte Doray Minerals [2019] WASC 57
Re DUET Management Company 1 Ltd [2013] NSWSC 817; (2013) 95 ACSR 34
Re Investa Properties Ltd [2007] FCA 1104
Re Kangaroo Resources Ltd; Ex Parte Kangaroo Resources Ltd [No 2] [2018] WASC 388
Re Macquarie Private Capital A Ltd [2008] NSWSC 323
Re Nzuri Copper Ltd [2019] WASC 189
Re Opes Prime Stockbroking Ltd [2009] FCA 813; (2009) 179 FCR 20
Re Scarborough Equities Ltd [No 2] [2009] FCA 484
Re SRG Limited [2018] FCA 1092
Re Wesfarmers Ltd; Ex Parte Wesfarmers Ltd [2018] WASC 308
Re Zenith Energy Ltd; Ex parte Zenith Energy Ltd [2020] WASC 266

HILL J:

Overview

The plaintiff, Cassini Resources Limited (Cassini), is an Australian public company listed on the official list of the Australian Securities Exchange (ASX).
On 22 June 2020, Cassini announced it had entered into two scheme implementation deeds. The first, with OZ Minerals Limited (OZ Minerals), was for the acquisition by OZ Minerals of all the fully paid ordinary shares of Cassini by way of a scheme of arrangement (Acquisition Scheme).[1] Under the Acquisition Scheme, it is proposed that OZ Minerals, by a wholly owned subsidiary, will acquire all the shares in Cassini in exchange for scrip in Oz Minerals on a one for 68.5 basis. Cassini also proposes a demerger of its wholly owned subsidiary Caspin Minerals Ltd (Caspin) by way of scheme of arrangement (Demerger Scheme). Under the proposed Demerger Scheme and an associated capital reduction pursuant to s 256 of the Corporations…

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 Cassini Resources Ltd;

Details

AGLC: Re Cassini Resources Ltd; [2020] Cassini Resources Ltd 317
Case: [2020] WASC 317
Decision Date: 7 SEPTEMBER 2020

CaseChat Overview and Summary

The applicants, Cassini Resources Ltd, sought orders convening meetings of shareholders and creditors for the purpose of approving a scheme of arrangement involving the acquisition of the company, a demerger of certain subsidiaries, and a proposed capital reduction. The application was brought before the Federal Court of Australia, where the court was tasked with determining whether the statutory requirements under section 411(1) of the Corporations Act 2001 (Cth) were met for the convening of the meetings. The legal issues centred on whether the applicant had demonstrated that the requisite steps had been taken to ensure that the meetings were convened fairly and in accordance with the law, particularly in the context of the complex, interconditional nature of the proposed schemes.

The court examined the procedural fairness of the proposed schemes and the adequacy of the information provided to shareholders and creditors. It was noted that the schemes were interconditional, with the outcome of one affecting the other, and that the applicant had taken steps to ensure that the schemes were fair and reasonable. The court considered the evidence provided by the applicant, including the independent expert's report, the adequacy of the disclosure documents, and the fairness of the schemes to the various classes of shareholders and creditors. The court was satisfied that the applicant had demonstrated that the requisite statutory conditions for convening the meetings were met, as the schemes were fair and reasonable, and the requisite disclosures had been made.

As a result, the court made orders convening the meetings of shareholders and creditors of the applicant to consider and vote on the proposed schemes of arrangement. The orders were made on the basis that the applicant had satisfied the requirements under section 411(1) of the Corporations Act 2001 (Cth), and that the meetings would be convened in a manner that was fair and in accordance with the law. The court noted that the approval of the schemes by the requisite majorities of the various classes of shareholders and creditors was still required for the schemes to be implemented. The court's decision provided clarity on the process for convening meetings in the context of complex, interconditional schemes of arrangement, and ensured that the rights of shareholders and creditors were protected.

Orders