Re Pelsart Resources Nl - [2024] WASC 228

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION:   RE PELSART RESOURCES NL; EX PARTE PELSART RESOURCES NL [2024] WASC 228
CORAM:   HILL J
HEARD:   21 JUNE 2024
DELIVERED          :   21 JUNE 2024
PUBLISHED           :   24 JUNE 2024
FILE NO/S:   COR 91 of 2024
MATTER:   IN THE MATTER OF PELSART RESOURCES NL
EX PARTE

PELSART RESOURCES NL
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

B S Giles

Solicitors:

Plaintiff

Blackwall Legal

Cases referred to in decision:

Re Amcom Telecommunications Ltd [2015] FCA 341
Re APN News & Media Ltd [2007] FCA 770; (2007) 62 ACSR 400
Re Azure Minerals Ltd [2024] WASC 58
Re CSR Ltd [2010] FCAFC 34; (2010) 183 FCR 358
Re Kangaroo Resources Ltd [2018] WASC 327
Re Opes Prime Stockbroking Ltd [2009] FCA 813; (2009) 179 FCR 20
Re Pacific Energy Limited [2019] WASC 443
Re SRG Ltd [2018] FCA 1092
Re Wesfarmers Ltd [2018] WASC 308

HILL J:

The plaintiff, Pelsart Resources NL (Pelsart), is an unlisted Australian public company.[1] On 15 March 2024, Pelsart entered into a scheme implementation deed (SID) with Sanfield Holdings Ltd (Sanfield), a wholly owned subsidiary of Primecorp Enterprises Ltd (Primecorp).[2] At present, Sanfield owns 92.91% of the issued shares in Pelsart. Under the terms of the SID, it is proposed that Sanfield will acquire all of the shares in Pelsart that it does not already own, and that Pelsart will become a wholly owned subsidiary of Sanfield (Scheme).
[1] Affidavit of Richard Teng Beng Tan filed 7 June 2024 [17].
[2] Affidavit of Richard Teng Beng Tan filed 7 June 2024, 'RT20'.
By an originating process dated 7 June 2024, Pelsart sought orders pursuant to s 411 and s 1319 of the Corporations Act 2001 (Cth) (Act) convening meetings of its shareholders (other than Sanfield) to consider the proposed Scheme (Scheme Meeting). The first court hearing was listed before me on 21 June 2024. On that date, I made orders pursuant to s 411(1) and s 1319 of the Act to convene the meetings and approve the distribution of a Scheme booklet to Pelsart's shareholders, as well as ancillary orders with respect to the convening and conduct of the Scheme Meeting.
In making these orders, I indicated that I would subsequently publish written reasons for my decision. These are those reasons.

Evidence for the first court hearing

Pelsart relied on eight affidavits for the purposes of the first court hearing on 21 June 2024, being:
(a)two affidavits of Richard Teng Beng Tan, a director of Pelsart, filed 7 June 2024 and 20 June 2024;
(b)an…

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 Pelsart Resources Nl

Details

AGLC: Re Pelsart Resources Nl [2024] WASC 228
Case: [2024] WASC 228
Decision Date: 24 JUNE 2024

CaseChat Overview and Summary

In the Federal Court of Australia, the case of Re Pelsart Resources Nl involved an application by the company to convene a scheme meeting under section 411(1) of the Corporations Act 2001. The dispute centred on whether the statutory requirements for convening such a meeting were met, with the company asserting that the conditions were satisfied and the meeting should proceed. The court was tasked with determining if the necessary criteria for the convening of the meeting had indeed been fulfilled.

The primary legal issue before the court was whether the company had satisfied the requirements set out in the Corporations Act to convene a scheme meeting. Specifically, the court needed to examine whether the company had obtained the requisite approvals from its creditors and shareholders, and if the proposed scheme was fair and equitable to all parties involved. This involved a detailed examination of the documentation and evidence presented by the company, as well as the arguments from those who opposed the convening of the meeting.

The court, after careful consideration of the evidence and arguments presented, found that the company had indeed satisfied the statutory requirements. It was determined that the requisite approvals from creditors and shareholders had been obtained, and that the proposed scheme was fair and equitable. The court found that the company had met the necessary thresholds for convening the meeting, and thus ordered that a scheme meeting be convened as requested. The decision underscored the importance of adherence to statutory requirements and the need for fairness in corporate restructuring processes.

No additional orders were made beyond convening the scheme meeting. The decision provided clarity on the legal requirements for convening such meetings and reinforced the importance of meeting the statutory criteria for corporate restructuring under the Corporations Act.

Orders