FEDERAL COURT OF AUSTRALIA
Sierra Mining Ltd, in the matter of Sierra Mining Ltd [2014] FCA 694
Citation: Sierra Mining Limited, in the matter of Sierra Mining Limited [2014] FCA 694 Parties: SIERRA MINING LIMITED (ACN 118 060 441) File number: WAD 66 of 2014 Judge: GILMOUR J Date of judgment: 2 July 2014 Catchwords: CORPORATIONS – scheme of arrangement – approval of scheme of arrangement Legislation: Corporations Act 2001 (Cth), ss 411(4), (11), (12), 412(6), 1322(4)(a) Cases cited: Central Pacific Minerals NL [2002] FCA 239
In re Alabama, New Orleans, Texas and Pacific Junction Railway Company [1891] 1 Ch 213
Re Amcor Ltd (2000) 34 ACSR 199
Re Anaconda Nickel Holdings Pty Ltd (2003) 44 ACSR 229
Re Applications of NRMA Ltd [No 1] (2000) 156 FLR 349 Re Application of NRMA Ltd [No 2] (2000) 156 FLR 412
Re Glencore Nickel Pty Ltd (2003) 44 ACSR 210
Re Hudson Conway Ltd (2000) 33 ACSR 657
Re Kalgoorlie Lake View Pty Ltd (2005) 56 ACSR 144
Zenyth Therapeutics Ltd v Smith (2006) 60 ACSR 548Date of hearing: 22 May 2014 Place: Perth Division: GENERAL DIVISION Category: Catchwords Number of paragraphs: 52 Counsel for the Plaintiff: Mr G Donaldson SC with Mr MJ Hardy Solicitor for the Plaintiff: Hardy Bowen
IN THE FEDERAL COURT OF AUSTRALIA
WESTERN AUSTRALIA DISTRICT REGISTRY
GENERAL DIVISION
WAD 66 of 2014
IN THE MATTER OF SIERRA MINING LIMITED
ACN 118 060 441
SIERRA MINING LIMITED
Plaintiff
JUDGE:
GILMOUR J
DATE OF ORDER:
22 MAY 2014
WHERE MADE:
PERTH
THE COURT ORDERS THAT:
1.Pursuant to section 1322(4)(a) of the Corporations Act 2001 (Cth) (Act), to the extent that annexure MCN-04 of the affidavit of Michael Choon Ming Ng sworn on 20 May 2014, as published on 20 May 2014, does not comply with the requirement to be published at least 5 days before the date fixed for the date of the hearing of the application and thereby contravenes rule 3.4 of the Federal Court (Corporations) Rules 2000 (Cth), the period for the time for the publication of the notice is abridged and any such act of the Plaintiff is not invalid by reason of such contravention.
2.Pursuant to section 411(4)(b) of the Act, the scheme of arrangement between the Plaintiff and its members, a copy of which is annexed and marked ‘A’, is approved.
3.Pursuant to section 411(4)(b) of the Act, the scheme of arrangement between the Plaintiff and its optionholders, a copy of which is annexed and marked ‘B’, is approved.
4.Pursuant to section 411(12) of the Act, the plaintiff be exempted from compliance with section 411(11) of the Act, in relation to the schemes of arrangement referred to in Orders 2 and 3 of these orders.
5.These orders be entered forthwith.
Note:Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.
‘A’
Share Scheme of Arrangement
This scheme of arrangement is made this 20th day of May 2014.
This scheme of arrangement is made under section 411…
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- Re Sierra Mining Ltd [2014] FCA 694
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- [2014] FCA 694
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CaseChat Overview and Summary
The court found that while the notice of the application for approval of the scheme did not comply with the requirement to be published at least five days before the hearing, this did not invalidate the application. The court then turned to the merits of the approval of the scheme of arrangement between the plaintiff and its members and optionholders. The court concluded that the scheme was in the best interests of the company and its stakeholders and granted the approval. Furthermore, the court found that granting the plaintiff an exemption from certain compliance provisions was appropriate in this case.
The court ordered that the period for the publication of the notice be abridged and any act of the plaintiff in contravention of the notice requirement was not invalid. The court approved the scheme of arrangement between the plaintiff and its members and optionholders, and granted the plaintiff an exemption from compliance with certain provisions of the Act. These orders were to be entered forthwith.
Orders
Orders of the court
1. Pursuant to section 1322(4)(a) of the Corporations Act 2001 (Cth) (Act), to the extent that annexure MCN-04 of the affidavit of Michael Choon Ming Ng sworn on 20 May 2014, as published on 20 May 2014, does not comply with the requirement to be published at least 5 days before the date fixed for the date of the hearing of the application and thereby contravenes rule 3.4 of the Federal Court (Corporations) Rules 2000 (Cth), the period for the time for the publication of the notice is abridged and any such act of the Plaintiff is not invalid by reason of such contravention.
2. Pursuant to section 411(4)(b) of the Act, the scheme of arrangement between the Plaintiff and its members, a copy of which is annexed and marked ‘A’, is approved.
3. Pursuant to section 411(4)(b) of the Act, the scheme of arrangement between the Plaintiff and its optionholders, a copy of which is annexed and marked ‘B’, is approved.
4. Pursuant to section 411(12) of the Act, the plaintiff be exempted from compliance with section 411(11) of the Act, in relation to the schemes of arrangement referred to in Orders 2 and 3 of these orders.
5. These orders be entered forthwith.
Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.
Background
Background to the litigation
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Evidence
Evidence Before The Court
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Decision
Reasons for decision
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Ratio Decidendi
Legal Principle Established
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