Re Integra Mining Ltd (No 2)

In the case of Re Integra Mining Ltd (No 2), the court was required to determine whether to grant final approval to a proposed Scheme of Arrangement by Integra Mining Ltd. The Scheme aimed to restructure Integra by making it a wholly owned subsidiary of Silver Lake Resources Limited. The court was tasked with ensuring that all procedural requirements were met, that the majority of members had acted in good faith and for a legitimate purpose, and that the Scheme was fair and reasonable.

The court found that all procedural requirements had been fulfilled, including the registration of the Scheme booklet with ASIC and the dispatch of the booklet to members. Notice of the second hearing was advertised in accordance with court orders. A significant majority of members voted in favour of the Scheme, exceeding the statutory majorities. ASIC had also indicated no objection to the Scheme, which alleviated concerns about the Scheme being proposed for an improper purpose. There was no evidence to suggest that the Scheme was proposed in bad faith or for an illegitimate purpose.

Regarding the fairness and reasonableness of the Scheme, the court considered the test of whether an intelligent and honest person, properly informed and acting alone, would approve the Scheme. The court noted that an overwhelming majority of fully informed members voted in favour of the Scheme, and the independent expert's report by Ernst & Young concluded that the Scheme was in the best interests of the members. The report indicated that members would receive a premium for their shares, ranging from 4.7% to 16.2%. The court concluded that the Scheme was fair and reasonable, offering commercial benefits to members and meeting the requisite standard.

The court granted final approval to the Scheme and exempted Integra from compliance with certain statutory requirements, based on the overwhelming support from members and the expert's favourable assessment.