Re Spartan Resources Limited - [2025] WASC 218

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION:   RE SPARTAN RESOURCES LIMITED; EX PARTE SPARTAN RESOURCES LIMITED [2025] WASC 218
CORAM:   HILL J
HEARD:   3 JUNE 2025
DELIVERED          :   3 JUNE 2025
PUBLISHED           :   4 JUNE 2025
FILE NO/S:   COR 78 of 2025
MATTER:   IN THE MATTER OF SPARTAN RESOURCES LIMITED
EX PARTE

SPARTAN RESOURCES LIMITED
Plaintiff

RAMELIUS RESOURCES LIMITED
Interested Party

Catchwords:

Corporations law - Scheme of arrangement - Application for orders convening scheme meeting under s 411(1) of the Corporations Act 2001 (Cth) - Proposed scheme part of dual scheme and off-market takeover process - Voting intention statements from major shareholders in favour of proposed scheme - Whether requirements to order scheme meeting are satisfied - Orders made convening scheme meeting

Legislation:

Corporations Act 2001 (Cth) s 411, s 412, s 1319
Corporations Regulations 2001 (Cth) sch 8
Securities Act 1933 (US) s 3(a)(10)
Supreme Court (Corporations) (WA) Rules 2004 (WA) r 3.2

Result:

Orders made convening scheme meeting

Category: B

Representation:

Counsel:

Plaintiff	:	A J Papamatheos SC & S P Tomasich
Interested Party	:	J Garas SC & G Nagle

Solicitors:

Plaintiff	:	Herbert Smith Freehills
Interested Party	:	Allion Partners

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

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 Eumundi Group Limited [2024] FCA 1510
Re Genex Power Ltd [2024] NSWSC 752
Re Kangaroo Resources Ltd [2018] WASC 327
Re Pacific Energy Ltd [2019] WASC 443
Re SRG Ltd [2018] FCA 1092
Re Tawana Resources NL [2018] FCA 1456
Re Wesfarmers Ltd [2018] WASC 308

HILL J:

Spartan Resources Ltd (Spartan) is an Australian public company listed on the Australian Securities Exchange (ASX).[1] On 17 March 2025, Spartan announced it had entered into a transaction implementation deed (TID) with Ramelius Resources Ltd (Ramelius) for the acquisition of all shares in Spartan that it does not already own.[2] The TID contemplates that two alternative transactions will be offered to shareholders, which are intended to run concurrently. The first is a proposed scheme of arrangement (Scheme), and the second is an off‑market takeover under ch 6 of the Corporations Act 2001 (Cth) (Act) (Takeover Bid). The Takeover Bid is a fall‑back option and is conditional on the Scheme not becoming effective.[3]
[1] Affidavit of Thomas David Gray filed 20 May 2025 [7] - [8], 'TDG-1'.
[2] Affidavit of Thomas David Gray filed 20 May 2025, 'TDG-2'.
[3] Affidavit of Thomas David Gray filed 20 May 2025 [9] - [10], 'TDG-2', TID cl 2.1(b), 2.3, 3.2, Sch 2 [1.8(c)].
The originating process, which was filed 20 May 2025, came before me for the first court hearing on 3 June 2025. On that date, I ordered that a meeting of Spartan's shareholders (held both in person and online) be convened to consider and vote on the proposed Scheme (Scheme…

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 Spartan Resources Limited

Details

AGLC: Re Spartan Resources Limited [2025] WASC 218
Case: [2025] WASC 218
Decision Date: 4 JUNE 2025

CaseChat Overview and Summary

Spartan Resources Limited sought an order convening a meeting of the company's members under section 411(1) of the Corporations Act 2001 (Cth) to consider a proposed scheme of arrangement. The proposed scheme was part of a dual scheme and off-market takeover process, and the company had received voting intention statements from major shareholders indicating support for the scheme. The court was required to determine whether the conditions for ordering the scheme meeting were satisfied.

The court examined the legal requirements for convening a scheme meeting under section 411(1) of the Corporations Act 2001 (Cth). It considered the necessity of the meeting for the proposed scheme of arrangement and the availability of relevant information to members. The court also assessed the statements of voting intention from the major shareholders, who collectively held a significant proportion of the company's shares. The court concluded that the requirements for ordering the scheme meeting were met based on the information provided and the support of the major shareholders.

The court found that the conditions for convening the scheme meeting were satisfied, and made the orders sought by Spartan Resources Limited. The orders directed that a scheme meeting be convened to consider the proposed scheme of arrangement, allowing the company to proceed with the dual scheme and off-market takeover process. The court's decision enabled the company to move forward with the proposed scheme, subject to the approval of the members at the convened meeting.

Orders