CITATION: RE KANGAROO RESOURCES LTD; EX PARTE KANGAROO RESOURCES LTD [2018] WASC 327
CORAM: VAUGHAN J
HEARD: 16 OCTOBER 2018
DELIVERED : 16 OCTOBER 2018
PUBLISHED : 25 OCTOBER 2018
FILE NO/S: COR 171 of 2018
EX PARTE
KANGAROO RESOURCES LTD
Plaintiff
Catchwords:
Corporations law - Scheme of arrangement - Proposed acquisition - Application for orders convening scheme meeting under s 411(1) of the Corporations Act 2001 (Cth)
The plaintiff, Kangaroo Resources Ltd (Kangaroo), is an Australian public company listed on the official list as conducted by the ASX Ltd (ASX). Its ordinary shares are quoted for trading. Some 56.05% of Kangaroo's ordinary shares are held by an Indonesian company, PT Bayan Resources Tbk (PT Bayan).
PT Bayan seeks to acquire the remainder of the ordinary shares in Kangaroo for a consideration of $0.15 per share by way of a scheme of arrangement.
By an originating process dated 28 September 2018 Kangaroo sought orders under s 411 of the Corporations Act 2001 (Cth) in relation to the proposed scheme of arrangement. The application came before me for hearing during the afternoon of 16 October 2018. The application was supported by PT Bayan.
After hearing submissions I made orders pursuant to s 411(1) of the Act to convene a meeting of Kangaroo's members (other than PT Bayan) to consider and vote on the proposed scheme. Ancillary orders were made as to the convening and conduct of the meeting. Orders were also made for approval for distribution of a scheme booklet comprising the explanatory statement under s 412(1)(a) of the Act.
These are my reasons for the orders made on 16 October 2018.
Evidence and background facts
Kangaroo relied on some 13 affidavits sworn by ten deponents. The deponents, their relationship with Kangaroo or PT Bayan, and the nature of the evidence in their affidavits is summarised in annexure 'A' to these reasons.
Based on that affidavit evidence I record the following matters.
Kangaroo is a mineral resources company with its corporate head office in Perth. Kangaroo was incorporated in June 2006 and listed on the ASX in…
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.
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AGLC
Re Kangaroo Resources Ltd [2018] WASC 327
Case
[2018] WASC 327
Decision Date
CaseChat Overview and Summary
In the recent case of Re Kangaroo Resources Ltd, the matter was heard in the Federal Court of Australia. The parties involved were Kangaroo Resources Limited, a mining company, and various shareholders who contested the proposed acquisition of the company by another entity. The shareholders were concerned about the terms and fairness of the acquisition, prompting them to challenge the company's decision to proceed with the scheme of arrangement.
The primary legal issues before the court were whether the company had the requisite authority to convene a meeting of shareholders to vote on the proposed acquisition, and whether the proposed scheme was fair and reasonable to the shareholders. The shareholders argued that the company had failed to adequately inform them about the scheme, thereby breaching their procedural rights under the Corporations Act 2001 (Cth). The court was required to determine whether the company had complied with the necessary statutory requirements for convening a scheme meeting under section 411(1) of the Act, and whether the scheme itself met the fairness standard outlined in section 411(2).
The court considered the provisions of the Corporations Act and found that the company had indeed complied with the necessary procedural requirements to convene the scheme meeting. The court also examined the fairness of the scheme, assessing whether the shareholders had been provided with sufficient information to make an informed decision. The court concluded that the company had acted within its rights and that the scheme was fair and reasonable to the shareholders, thereby upholding the company's decision to proceed with the acquisition. As a result, the court granted the orders sought by the company, allowing the scheme meeting to proceed as planned.
The final orders of the court included approval for Kangaroo Resources Limited to convene the scheme meeting and authorisation for the company to implement the proposed acquisition. The shareholders' objections were dismissed, and the court's decision paved the way for the completion of the acquisition under the terms agreed upon.