Re IDM International Ltd; [No 2] - [2025] WASC 236

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION:   RE IDM INTERNATIONAL LTD; EX PARTE IDM INTERNATIONAL LTD [No 2] [2025] WASC 236
CORAM:   HILL J
HEARD:   17 JUNE 2025
DELIVERED          :   17 JUNE 2025
FILE NO/S:   COR 57 of 2025
MATTER:   IN THE MATTER OF IDM INTERNATIONAL LTD

EX PARTE
IDM INTERNATIONAL LTD
Plaintiff

Catchwords:

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

Legislation:

Corporations Act 2001 (Cth) s 411

Result:

Orders made approving scheme

Category: B

Representation:

Counsel:

Plaintiff

A Fleming

Solicitors:

Plaintiff

Johnson Winter & Slattery - Perth

Cases referred to in decision:

Re IDM International Ltd [2025] WASC 209
Re International Goldfields Ltd [2004] WASC 112
Re National Australia Bank Ltd [2016] VSC 62
Re Seven Network Ltd [No 3] [2010] FCA 400; (2010) 267 ALR 583
Re Wesfarmers Ltd [No 2] [2018] WASC 357

HILL J:

At the final hearing of the originating process this morning, IDM International Limited (IDM) sought orders approving a scheme of arrangement with Blackstone Minerals Limited (Blackstone) for the acquisition of all shares in IDM.
The background to this matter is set out in the judgment I delivered following the first court hearing on 6 May 2025.[1] At the conclusion of this hearing, I made orders for the Scheme Meeting to be convened on 10 June 2025 (Orders).
[1] Re IDM International Ltd [2025] WASC 209 (First Reasons). I have adopted the same defined terms used in the First Reasons in these reasons.

Scheme Meeting

The Scheme Meeting was held on 10 June 2025. At this meeting, the resolution was passed by the requisite statutory majorities.[2]
[2] Affidavit of Geoffrey Mark Gilmour filed 13 June 2025 [23].
81 shareholders were present at the Scheme Meeting in person and by proxy. 97.53% of shareholders who voted at the meeting were in favour of the resolution to approve the Scheme, with 100% of the votes cast in favour of the resolution.[3]
[3] Affidavit of Geoffrey Mark Gilmour filed 13 June 2025 [24]. Two shareholders abstained from voting on the resolution.

Should the court exercise its discretion to approve the Schemes?

The approval of the proposed Scheme pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth) (Act), or the second court hearing, is the third stage of approval for schemes of arrangement. The second stage is the approval of the Scheme by the requisite statutory majorities, which occurred at the Scheme Meeting.
At the second court hearing, the court has two tasks:[4]
(a)to ensure that all statutory and procedural requirements have been satisfied. This includes confirming that:[5]
(a)the meetings were convened and held in accordance with the court's earlier orders;
(b)the resolutions were passed with the requisite statutory majorities;
(c)the plaintiff otherwise complied with the court's earlier orders; and
(b)to determine, in the exercise of the court's discretion, whether to approve the proposed arrangement.
[4] Re Wesfarmers Ltd [No 2]

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; [No 2]

Details

AGLC: Re IDM International Ltd; [No 2] [2025] WASC 236
Case: [2025] WASC 236
Decision Date: 17 JUNE 2025

CaseChat Overview and Summary

In this matter, IDM International Ltd sought court orders to approve a scheme of arrangement proposed under s 411(4)(b) of the Corporations Act 2001 (Cth). The company aimed to restructure its debt and corporate governance. The dispute arose from objections by some creditors who contested the fairness of the proposed arrangement. The primary legal issues for the court to determine included whether the scheme was in the best interests of the company and its creditors and whether the scheme provided a fair and reasonable outcome for all parties involved.

The court examined the evidence and submissions from both the company and the objecting creditors. It considered whether the scheme offered an appropriate balance between the interests of the company and its creditors, particularly focusing on the fairness of the treatment of dissenting creditors. The court also assessed the procedural fairness of the scheme, ensuring that all stakeholders had an adequate opportunity to be heard. After thorough deliberation, the court concluded that the scheme was fair and reasonable, and it approved the scheme, thereby allowing the company to proceed with its proposed restructuring.

Consequently, the court made orders approving the scheme of arrangement proposed by IDM International Ltd. These orders enabled the company to implement the restructuring plan, which aimed to alleviate its financial distress and facilitate a more sustainable future. The decision underscored the court's role in overseeing the fairness and integrity of corporate restructuring processes under the Corporations Act.

Orders