Re Pensana Metals Ltd

In the matter of Pensana Metals Limited, the applicant, the court was asked to consider an application for orders approving a scheme of arrangement under section 411(b) of the Corporations Act 2001. The primary issue at hand was the adequacy of shareholder participation in the scheme meeting, given that the turnout was notably low. The applicant argued that despite the low turnout, the scheme should still be approved as it had the support of the requisite majority of shareholders who attended and voted.

The court focused on whether the low participation rate rendered the scheme invalid or whether the approval of the scheme could proceed under the specific provisions of section 411(b). The court determined that the low turnout did not invalidate the scheme, provided that the scheme had been fairly conducted and that the shareholders who participated and voted in favour of the scheme represented the necessary majority as required by the Corporations Act. The court concluded that the scheme met all statutory requirements and was fair to all shareholders, including those who did not participate.

Consequently, the court approved the scheme of arrangement and made the orders sought by the applicant. This decision allows Pensana Metals Limited to proceed with the restructuring as proposed under the scheme, subject to the court's conditions. The court's approval hinges on the assurance that the scheme was fairly conducted and that the requisite majority was achieved among the participating shareholders.