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Re Equinox Resources Ltd

Re Equinox Resources Ltd

Case [2004] WASC 143 17 June 2004

Contract Formation

Scheme of Arrangement

Statutory Interpretation

Approval of Corporate Scheme

Corporate Law & Governance

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RE EQUINOX RESOURCES LTD [2004] WASC 143

Jurisdiction:	SUPREME COURT OF WESTERN AUSTRALIA	Citation No:	[2004] WASC 143
Case No:	COR:108/2004	Heard:	17 JUNE 2004
Coram:	EM HEENAN J	Delivered:	17/06/04
No of pages:	8	Judgment Part:	1 of 1
Result:	Scheme approved
Category:	B
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Parties:	EQUINOX RESOURCES LTD (ACN 060 581 777)
Catchwords:	Corporations Scheme of Arrangement Exchange of shares for shares to be issued in Canadian incorporated company Corporations Act, s 411 Notice to Foreign Investments Review Board and Department of Treasury
Legislation:	Corporations Act 2001 (Cth)
Case References:	ACM Gold Ltd v Mt Leyshon Gold Mines Ltd (1992) 7 ACSR 231 Re Arnotts Ltd (1998) 16 ACLC 423 Re Stockbridge Ltd (1993) 9 ACSR 637 Re Alabama, New Orleans, Texas and Pacific Junction Railway Company [1891] 1 Ch 213 Re Chevron (Sydney) Ltd [1963] VR 249 Re Amcor Ltd (2000) 34 ACSR 199; [2000] VSC 157 Re Challenge Bank Ltd (1995) 19 ACSR 421 Re Dorman, Long & Company Ltd [1934] 1 Ch 635 Re Foundation Healthcare Ltd (No 2) [2002] 43 ACSR 680 Re Hudson Conway Ltd (2000) 33 ACSR 657 Re Landmark Corporation Limited [1968] 1 NSWR 759 Re NRMA Insurance Ltd (No 1) (2000) 156 FLR 349; (2000) 33 ACSR 595 Re NRMA Insurance Ltd (No 2) (2000) 34 ACSR 261 Re Pheon Pty Ltd (1986) 47 SASR 427; (1986) 11 ACLR 142 Re Sonodyne International Ltd (1994) 15 ACSR 494

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA

IN CHAMBERS

CITATION : RE EQUINOX RESOURCES LTD [2004] WASC 143 CORAM : EM HEENAN J HEARD : 17 JUNE 2004 DELIVERED : 17 JUNE 2004 FILE NO/S : COR 108 of 2004 MATTER : Section 411 of the Corporations Act 2001 (Clth) and EQUINOX RESOURCES LTD EX PARTE

EQUINOX RESOURCES LTD (ACN 060 581 777)

Plaintiff

Catchwords:

Corporations - Scheme of Arrangement - Exchange of shares for shares to be issued in Canadian incorporated company - Corporations Act, s 411 - Notice to Foreign Investments Review Board and Department of Treasury

Legislation:

Corporations Act 2001 (Cth)

Result:

Scheme approved

(Page 2)

Category: B

Representation:

Counsel:

Plaintiff : Mr C D Belyea & Ms M N Campion

Solicitors:

Plaintiff : Clayton Utz

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

ACM Gold Ltd v Mt Leyshon Gold Mines Ltd (1992) 7 ACSR 231
Re Arnotts Ltd (1998) 16 ACLC 423
Re Stockbridge Ltd (1993) 9 ACSR 637

Case(s) also cited:

Re Alabama, New Orleans, Texas and Pacific Junction Railway Company [1891] 1 Ch 213
Re Chevron (Sydney) Ltd [1963] VR 249
Re Amcor Ltd (2000) 34 ACSR 199; [2000] VSC 157
Re Challenge Bank Ltd (1995) 19 ACSR 421
Re Dorman, Long & Company Ltd [1934] 1 Ch 635
Re Foundation Healthcare Ltd (No 2) [2002] 43 ACSR 680
Re Hudson Conway Ltd (2000) 33 ACSR 657
Re Landmark Corporation Limited [1968] 1 NSWR 759
Re NRMA Insurance Ltd (No 1) (2000) 156 FLR 349; (2000) 33 ACSR 595
Re NRMA…

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 Equinox Resources Ltd

Details

AGLC: Re Equinox Resources Ltd [2004] WASC 143
Case: [2004] WASC 143
Decision Date

CaseChat Overview and Summary

Equinox Resources Ltd, an Australian corporation, applied to the Supreme Court of Western Australia for approval of a scheme of arrangement under Section 411 of the Corporations Act 2001 (Cth) that would see all its issued shares exchanged for shares in a Canadian incorporated company. The court needed to decide whether the scheme was fair and equitable to all shareholders, if proper procedures were followed, and if any statutory requirements had been complied with. The court found that the scheme had been properly presented to the shareholders, who had overwhelmingly approved it, and that there was no modification to the rights of shareholders or creditors. The court also found that the scheme did not require the approval of the Foreign Investments Review Board, as it was outside the scope of the Foreign Acquisitions and Takeovers Act 1975. The Australian Securities and Investments Commission also had no objection to the scheme. Therefore, the court approved the scheme of arrangement.

Orders