Re Greenstone Resources Ltd; [No 2] - [2024] WASC 206

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION:   RE GREENSTONE RESOURCES LTD; EX PARTE RE GREENSTONE RESOURCES LTD [No 2] [2024] WASC 206
CORAM:   HILL J
HEARD:   5 JUNE 2024
DELIVERED          :   5 JUNE 2024
PUBLISHED           :   6 JUNE 2024
FILE NO/S:   COR 53 of 2024
MATTER:   IN THE MATTER OF GREENSTONE RESOURCES LTD

EX PARTE
GREENSTONE RESOURCES LTD
Plaintiff

Catchwords:

Corporations law - Scheme of arrangement - Application for orders approving the scheme under s 411(4)(b) of the Corporations Act 2001 (Cth) - Orders made approving scheme

Legislation:

Corporations Act 2001 (Cth) s 411(4)(b), s 411(11), s 411(17)

Result:

Orders made approving scheme

Category: B

Representation:

Counsel:

Plaintiff

J M Healy

Solicitors:

Plaintiff

Steinepreis Paganin

Cases referred to in decision:

Re Asaleo Care Limited (No 2) [2021] FCA 636
Re CSG Ltd (No 2) [2020] NSWSC 39
Re Greenstone Resources Ltd [2024] WASC 171
Re International Goldfields Ltd [2004] WASC 112
Re Kingwest Resources Ltd [2023] WASC 190
Re MAC Services Group Ltd [2010] NSWSC 1474
Re National Australia Bank Ltd [2016] VSC 62
Re Ozgrowth Ltd [No 2] [2022] WASC 167
Re Seven Network Ltd [No 3] [2010] FCA 400; (2010) 267 ALR 583
Re Wesfarmers Ltd [No 2] [2018] WASC 357

HILL J:

The plaintiff, Greenstone Resources Ltd (Greenstone), applies for orders approving two inter-conditional schemes of arrangement. The background to the application is set out in the judgment I delivered following the first court hearing.[1] At the first court hearing, I made orders for the Scheme meetings to be convened on 31 May 2024 (Orders).
[1] Re Greenstone Resources Ltd [2024] WASC 171 (First Reasons).

Scheme meetings

The Scheme meetings were convened and held on 31 May 2024. At each of the meetings, the resolution was passed by the requisite statutory majorities.
282 shareholders were present at the Share Scheme meeting in person and by proxy. 85.46% of shareholders who voted at the meeting were in favour of the resolution. 96.88% of votes cast on the Share Scheme resolution were cast in favour of the resolution.[2]
[2] Second affidavit of Jonathan Heath Stuart Murray filed 31 May 2024 [24] - [26]; Affidavit of Stephanie Lauren Angela di Virgilio filed 5 June 2024, 'SDV-1'.
In respect of the meeting to consider the Option Scheme, 39 optionholders were present at the Option Scheme meeting in person and by proxy. 94.87% of optionholders who voted at the meeting were in favour of the resolution. 99.14% of votes cast on the Option Scheme resolution were cast in favour of the resolution.[3]
[3] Second affidavit of Jonathan Heath Stuart Murray filed 31 May 2024 [24], [27]; Affidavit of Stephanie Lauren Angela di Virgilio filed 5 June 2024, 'SDV-1'.

Approval of Schemes

The originating process was listed before me for the second court hearing on 5 June 2024.
In addition to the affidavits relied upon at the first court hearing, Greenstone relied on an additional six affidavits filed prior to the second court hearing. These affidavits…

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 Greenstone Resources Ltd; [No 2]

Details

AGLC: Re Greenstone Resources Ltd; [No 2] [2024] WASC 206
Case: [2024] WASC 206
Decision Date: 6 JUNE 2024

CaseChat Overview and Summary

The case of Re Greenstone Resources Ltd; [No 2] involves the company Greenstone Resources Ltd and a scheme of arrangement proposed for its restructuring. The dispute pertained to the approval of this scheme under section 411(4)(b) of the Corporations Act 2001 (Cth). The court was tasked with determining whether the scheme was fair and reasonable to all parties involved and whether it was in the best interest of the company and its stakeholders.

The primary legal issues before the court were whether the proposed scheme was fair and reasonable to all classes of shareholders and creditors, and whether it provided a better prospect of a return to creditors than a winding up of the company. Additionally, the court had to consider whether the scheme complied with the procedural requirements set out in the Corporations Act.

The court found that the scheme was fair and reasonable to all affected parties and provided a better prospect of a return to creditors than a winding up of the company. The court noted that the scheme had been thoroughly vetted and supported by independent expert reports, and that it was in the best interests of the company and its stakeholders. The court also found that the scheme complied with all procedural requirements and was therefore valid. As a result, the court made orders approving the scheme.

Orders