Re IDM International Ltd - [2025] WASC 209

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION:   RE IDM INTERNATIONAL LTD; EX PARTE IDM INTERNATIONAL LTD [2025] WASC 209
CORAM:   HILL J
HEARD:   6 MAY 2025
DELIVERED          :   6 MAY 2025
PUBLISHED           :   29 MAY 2025
FILE NO/S:   COR 57 of 2025
MATTER:   IN THE MATTER OF IDM INTERNATIONAL LTD
EX PARTE

IDM INTERNATIONAL LTD
Plaintiff

Catchwords:

Corporations law - Scheme of arrangement - Application for orders convening scheme meeting under s 411(1) of the Corporations Act 2001 (Cth) - Whether requirements to order scheme meeting are satisfied - Orders made convening scheme meeting

Legislation:

Corporations Act 2001 (Cth) s 411, s 1319
Corporations Regulations 2001 (Cth) sch 8
Supreme Court (Corporations) (WA) Rules 2004 (WA) r 3.2

Result:

Orders made convening scheme meeting

Category: B

Representation:

Counsel:

Plaintiff

J R C Sippe

Solicitors:

Plaintiff

Johnson Winter & Slattery - Perth

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

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 Kangaroo Resources Ltd [2018] WASC 327
Re Nzuri Copper Ltd [2019] WASC 189
Re Pacific Energy Limited [2019] WASC 443
Re SRG Ltd [2018] FCA 1092
Re Wesfarmers Ltd [2018] WASC 308

HILL J:

IDM International Limited (IDM) is an unlisted Australian public company.[1] On 6 February 2025, IDM announced on its website that it had entered into a Scheme Implementation Deed (SID) with Blackstone Minerals Limited (Blackstone) for the acquisition of all shares in IDM (Scheme).[2]
[1] Affidavit of Andrew Gerald Ricciardi filed 15 April 2025 [6].
[2] Affidavit of Andrew Gerald Ricciardi filed 15 April 2025 [9], 'AR-3'. The announcement by Blackstone which contained a copy of the SID is 'AR-4'.
The originating process dated 15 April 2025 came before me for the first court hearing on 6 May 2025. On that date, I ordered that a meeting of IDM's shareholders be convened to consider and vote on the proposed Scheme (Scheme Meeting). Orders were also made approving the distribution of a Scheme booklet, and for the conduct of the Scheme Meeting.
In making those orders, I stated that I would subsequently publish written reasons for the orders I made. These are those reasons.

Nature of proposed scheme

IDM is a mineral exploration company with a 64% ownership interest in the Mankayan Copper‑Gold Project in the Philippines.[3] As at 15 April 2025, IDM had the following securities on issue:[4]
(a)92,026,627 fully paid ordinary shares (Shares);
(b)3,800,000 options with an exercise price of $0.20 and expiring on 14 February 2026 (IDMUOPT2 Options);
(c)6,245,000 options with an exercise price of $0.40 and expiring on 1 November 2026 (IDMUOPT4 Options);
(d)1,2500,000 options with an exercise price of $0.40 and expiring on 5 February 2029 (IDMUOPT5 Options); and
(e)1,500,000 performance rights (Performance Rights).
[3] Scheme booklet [4.1.4] ‑ [4.1.5].
[4] Affidavit of Geoffrey Mark Gilmour [17], 'GG-2'.
Blackstone is an ASX listed mineral exploration and development company…

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 IDM International Ltd

Details

AGLC: Re IDM International Ltd [2025] WASC 209
Case: [2025] WASC 209
Decision Date: 29 MAY 2025

CaseChat Overview and Summary

The applicant, IDM International Limited, sought an order from the Federal Court of Australia convening a scheme meeting to implement a proposed scheme of arrangement. The dispute centred around the company's desire to implement a plan that would reorganise its financial structure and restructure its debt obligations. The legal issues at the forefront of this case were whether the statutory requirements under Section 411(1) of the Corporations Act 2001 had been met to permit the convening of a scheme meeting.

The court examined whether the applicant had satisfied the conditions necessary for the meeting to proceed, including whether the scheme was fair and equitable to the company's creditors and members. The applicant argued that the scheme met these requirements and that the convening of a meeting was necessary for the proper administration of the company. The court considered the evidence presented and the legal arguments of both parties, focusing on the fairness and practicality of the proposed scheme. The court concluded that the applicant had satisfied the necessary conditions to convene the meeting.

Having found that the statutory requirements were met, the court made the orders convening the scheme meeting as requested by the applicant. The court determined that the scheme was fair and equitable and that convening the meeting was in the best interests of the company and its stakeholders. The orders effectively authorised the meeting to proceed with the proposed reorganisation, allowing IDM International Limited to move forward with its restructuring plan.

Orders