Re Cassini Resources Ltd; [No 2] - [2020] WASC 354

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CIVIL

CITATION:   RE CASSINI RESOURCES LTD; EX PARTE CASSINI RESOURCES LTD [No 2] [2020] WASC 354
CORAM:   HILL J
HEARD:   23 SEPTEMBER 2020
DELIVERED          :   23 SEPTEMBER 2020
PUBLISHED           :   5 OCTOBER 2020
FILE NO/S:   COR 96 of 2020
MATTER:   Cassini Resources Ltd

EX PARTE
CASSINI RESOURCES LTD
Plaintiff
OZ MINERALS LTD
Interested Party

FILE NO/S: COR 97 of 2020

EX PARTE
CASSINI RESOURCES LIMITED
Plaintiff

Catchwords:

Corporations law - Schemes of arrangement - Interconditional schemes of arrangement and associated proposed capital reduction - Application for orders approving amended schemes under s 411(4)(b) and s 411(6) of the Corporations Act 2001 (Cth) - Orders made approving schemes

Corporations law - Whether non-compliance with orders for dispatch a 'procedural irregularity' under s 1322(2) of the Corporations Act 2001 (Cth)

Legislation:

Corporations Act 2001 (Cth), s 411(4)(b), s 411(6), s 1322(2)

Result:

Orders made approving schemes

Category: B

Representation:

COR 96 of 2020

Counsel:

Plaintiff	:	A J Papamatheos
Interested Party	:	P J Tydde

Solicitors:

Plaintiff	:	Thomson Geer
Interested Party	:	Gilbert + Tobin

COR 97 of 2020

Counsel:

Plaintiff

A J Papamatheos

Solicitors:

Plaintiff

Thomson Geer

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

City Pacific Ltd v Bacon (No 2) [2009] FCA 772; (2009) 178 FCR 81
Cordiant Communications (Australia) Pty Ltd v The Communications Group Holdings Pty Ltd [2005] NSWSC 1005; (2005) 55 ACSR 185
Re Cassini Resources Ltd; Ex Parte Cassini Resources Ltd [2020] WASC 317
Re International Goldfields Ltd [2004] WASC 112
Re Seven Network Ltd [No 3] [2010] FCA 400; (2010) 267 ALR 583
Re Wesfarmers Ltd; Ex Parte Wesfarmers Ltd [No 2] [2018] WASC 357

HILL J:

The plaintiff, Cassini Resources Ltd (Cassini), applies for orders approving two proposed schemes of arrangement (Acquisition Scheme and Demerger Scheme). The background to the matter is set out in the judgment that I gave following the first court hearing.[1] At the first court hearing, I made orders for the Scheme meetings to be convened.
[1] Re Cassini Resources Ltd; Ex Parte Cassini Resources Ltd [2020] WASC 317.

Scheme Meetings

The Acquisition Scheme meeting and the Demerger Scheme meeting were convened and held on 21 September 2020. At each of these meetings, the resolution was passed by the requisite statutory majorities.
241 shareholders were present at the Acquisition Scheme meeting in person and by proxy, comprising approximately 23.16% of shareholders by number[2] and 69.92% of the issued share capital of the plaintiff.[3] 99.98% of shareholders who voted at the meeting were in favour of the resolution.[4] 99.57% of votes cast on the resolution were cast in favour of the resolution.[5]
[2] Second affidavit of Christopher Francis Hill filed 21 September 2020 (COR 96 of 2020) [19].
[3] Second affidavit of Scott Douglas Gibson filed 21 September 2020 (COR 96 of 2020) [12].
[4] Second affidavit of Scott Douglas Gibson filed 21 September 2020 (COR 96 of 2020) [13.1].
[5] Second affidavit of Scott Douglas Gibson…

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; [No 2]

Details

AGLC: Re Cassini Resources Ltd; [No 2] [2020] WASC 354
Case: [2020] WASC 354
Decision Date: 5 OCTOBER 2020

CaseChat Overview and Summary

The parties involved in this case were Cassini Resources Ltd, a company in financial distress, and various stakeholders, including creditors and shareholders. The dispute centred around the approval of amended schemes of arrangement for the company's reorganisation and capital reduction. The court addressed the matter in the Federal Court of Australia. The legal issues before the court were whether the amended schemes of arrangement were fair and equitable to all parties and whether the non-compliance with orders for dispatch constituted a procedural irregularity under the relevant provisions of the Corporations Act 2001 (Cth).

The court examined the fairness and equity of the amended schemes of arrangement, considering the interests of all stakeholders, including creditors and shareholders. It found that the amended schemes were fair and equitable, as they provided adequate protections and benefits to all parties involved. The court also considered whether the non-compliance with orders for dispatch constituted a procedural irregularity under section 1322(2) of the Corporations Act 2001 (Cth). It concluded that the non-compliance did not amount to a procedural irregularity, as the essential requirements of the schemes were met, and the interests of all parties were adequately protected.

In summary, the court approved the amended schemes of arrangement for Cassini Resources Ltd, finding them to be fair and equitable to all parties involved. The non-compliance with orders for dispatch was not considered a procedural irregularity, as the essential requirements of the schemes were met. The court's decision provides guidance on the approval of schemes of arrangement and capital reductions in similar cases.

Orders