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Re Latin Resources Limited; [No 2]

Re Latin Resources Limited; [No 2]

Case [2025] WASC 17 22 January 2025

Scheme of Arrangement

Corporate Restructuring

Procedural Fairness

Discretionary Approval

Corporate Law & Governance

Type to search within this case.

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION:   RE LATIN RESOURCES LIMITED; EX PARTE LATIN RESOURCES LIMITED [No 2] [2025] WASC 17
CORAM:   STRK J
HEARD:   21 JANUARY 2025
DELIVERED          :   21 JANUARY 2025
PUBLISHED           :   22 JANUARY 2025
FILE NO/S:   COR 171 of 2024

EX PARTE
LATIN RESOURCES LIMITED
Plaintiff

Catchwords:

Corporations law - Scheme of arrangement - Share Scheme - Option Scheme - Second court hearing - Whether the statutory and procedural requirements had been satisfied - Discretionary considerations - Orders made approving the Share Scheme and the Option Scheme - Ancillary orders - Notation to the orders made at the conclusion of the second hearing

Legislation:

Corporations Act 2001 (Cth)
Corporations Regulations 2001 (Cth)
Supreme Court (Corporations) (WA) Rules 2004 (WA)

Result:

Application granted
Orders made approving the schemes of arrangement
Notation made to the orders

Category: B

Representation:

Counsel:

Plaintiff	:	AJ Papamatheos SC & CE Joyce
Interested Party	:	K Sleiman

Solicitors:

Plaintiff	:	King & Wood Mallesons
Interested Party	:	Corrs Chambers Westgarth

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

Allkem Limited, in the matter of Allkem Limited (No 2) [2023] FCA 1657
Amcor Limited, in the matter of Amcor Limited (No 2) [2019] FCA 842
Beadell Resources Ltd [No 2] [2019] WASC 53
Newcrest Mining Ltd, in the matter of Newcrest Mining Ltd (No 2) [2023] FCA 1251
OreCorp Limited, in the matter of OreCorp Limited [2023] FCA 1359
Piedmont Lithium Ltd; Ex Parte Piedmont Ltd [No 3] [2021] WASC 173
PR Finance Group Ltd, in the matter of PR Finance Group Limited (No 2) [2013] FCA 633
Re Coles Group (No 2) [2007] VSC 523; (2007) 215 FLR 411
Re Latin Resources Limited; Ex Parte Latin Resources Limited [2024] WASC 513
Re Metropolitan Fuel Pty Ltd [1962] VR 675
Re NRMA Ltd (2000) 34 ACSR 261
Re Nusantara Resources Ltd; Ex Parte Nusantara Resources Ltd [2021] WASC 334
Re Seven Network Ltd (No 3) [2010] FCA 400; (2010) 267 ALR 583
Re Valmec Ltd; Ex parte Valmec Ltd [2021] WASC 420
Re Vimy Resources Ltd [No 2] [2022] WASC 257
Re Wesfarmers Ltd; Ex Parte Wesfarmers Ltd [No 2] [2018] WASC 357
Re Western Areas Ltd; Ex Parte Western Areas Ltd [No 2] [2022] WASC 198
SRG Limited, in the matter of SRG Limited (No 2) [2018] FCA 1424
Tawana Resources NL, in the matter of Tawana Resources NL (No 3) [2018] FCA 1952
Technology Metals Australia Ltd v Australian Vanadium Limited [2024] WASC 26
Zenyth Therapeutics Ltd v Smith (2006) 60 ACSR 548

Table of Contents

Introduction

Further evidence for the second court hearing

Affidavit of Danielle Maree Janette Petch

Third affidavit of Mr Vilensky

Fourth affidavit of Mr Vilensky

Fourth affidavit of Mr Wang

Legal principles

Disposition

Compliance with statutory and procedural requirements

Good faith and proper purpose

Fairness and reasonableness

Full and fair disclosure

Oppression of minorities

Conditions precedent

Voting intention statement

Public policy

Exemption from compliance with s 411(11) of the Corporations Act

Section 411(17) of…

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 Latin Resources Limited; [No 2]

Details

AGLC: Re Latin Resources Limited; [No 2] [2025] WASC 17
Case: [2025] WASC 17
Decision Date: 22 JANUARY 2025

CaseChat Overview and Summary

In the matter of Latin Resources Limited, the Supreme Court of New South Wales was presented with a dispute concerning a proposed scheme of arrangement involving the company's shares and options. The primary parties involved were the company, its shareholders, and various stakeholders impacted by the proposed scheme. The dispute centred on whether the statutory and procedural requirements for approving the Share Scheme and the Option Scheme had been adequately met.

The court was required to determine if the statutory and procedural requirements, as stipulated in the relevant legislation, had been satisfied. This included examining whether the requisite majority of shareholders had approved the schemes, whether the necessary notices had been given, and if the schemes were fair and equitable to all parties involved. The court also had to consider discretionary factors such as the overall benefit to the company and its shareholders, and whether the schemes would promote the company's best interests.

The court meticulously reviewed the evidence and submissions presented, ultimately finding that the statutory and procedural requirements had been met. The court was satisfied that the requisite majority of shareholders had approved the schemes, that the necessary notices had been provided, and that the schemes were fair and equitable. The discretionary considerations also favoured approval of the schemes. As a result, the court exercised its discretion to approve both the Share Scheme and the Option Scheme, along with the ancillary orders that were made at the conclusion of the second hearing.

Orders