FEDERAL COURT OF AUSTRALIA
Straits Resources Limited, in the matter of Straits Resources Limited (No 2) [2011] FCA 47
Citation: Straits Resources Limited, in the matter of Straits Resources Limited (No 2) [2011] FCA 47 Parties: STRAITS RESOURCES LIMITED ACN 056 601 417 File number(s): NSD 1653 of 2010 Judge: JACOBSON J Date of judgment: 31 January 2011 Catchwords: CORPORATIONS – scheme or arrangement – demerger scheme of arrangement – second court hearing – order sought for approval of scheme with alteration – Securities Act 1933 (US) s 3(a)(10) exemption Legislation: Corporations Act 2001 (Cth) s 411
Securities Act 1933 (US) s 3(a)(10)Cases cited: Re BTR Plc [2001] BCLC 740 discussed
Re Independent Practitioner Network Limited (No 2) (2008) 26 ACLC 1,249 cited
Re Professional Investment Holdings Ltd (No 2) [2010] FCA 1366 cited
Re Seven Network Limited (No 3) (2010) 77 ACSR 701 referred to
Re Solution 6 Holdings Limited (2004) 50 ACSR 113 referred toDate of hearing: 31 January 2011 Date of last submissions: 31 January 2011 Place: Sydney Division: GENERAL DIVISION Category: Catchwords Number of paragraphs: 23 Counsel for the Plaintiff: Mr F Gleeson SC Solicitor for the Plaintiff: Corrs Chambers Westgarth
IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY
GENERAL DIVISION
NSD 1653 of 2010
IN THE MATTER OF STRAITS RESOURCES LIMITED ACN 056 601 417
STRAITS RESOURCES LIMITED ACN 056 601 417
Plaintiff
JUDGE:
JACOBSON J
DATE OF ORDER:
31 JANUARY 2011
WHERE MADE:
SYDNEY
THE COURT ORDERS THAT:
1Pursuant to subsections 411(4)(b) and (6) of the Corporations Act 2001 (Cth) (Corporations Act), the scheme of arrangement (Scheme) between Straits Resources Limited ACN 056 601 417 (Straits) and the holders of ordinary shares in Straits in the form of the Scheme contained in Annexure E of the Scheme Booklet which was registered with the Australian Securities and Investments Commission on 21 December 2010, be approved subject to altering the reference in clause 2.1(d)(i) from “255,203,613” to “255,203,614”, so that the Scheme as altered and approved is in the form of Annexure “A” to these Orders.
2Pursuant to subsection 411(12) of the Corporations Act, Straits be exempted from compliance with subsection 411(11) of the Corporations Act in relation to Order 1.
3These orders to be entered forthwith.
Date that entry is stamped: 31 January 2011
Deputy District Registrar
Annexure A
Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.
The text of entered orders can be located using Federal Law Search on the Court’s website.
IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY
GENERAL DIVISION
NSD 1653 of 2010
IN THE MATTER OF STRAITS RESOURCES LIMITED ACN 056 601 417
STRAITS RESOURCES LIMITED ACN 056 601 417
Plaintiff
JUDGE:
JACOBSON J
DATE:
31 JANUARY 2011
PLACE:
SYDNEY
REASONS FOR JUDGMENT
Introduction
This is the second court hearing of an application to approve a scheme of arrangement between Straits Resources Ltd (“Straits”) and its ordinary shareholders pursuant to s 411(4)(b) of…
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- AGLC
- Re Straits Resources Ltd [No 2] [2011] FCA 47
- Case
- [2011] FCA 47
- Decision Date
CaseChat Overview and Summary
The primary legal issues before the court involved the approval of the scheme of arrangement, specifically whether the alteration to clause 2.1(d)(i) was necessary and proper. The court also had to determine if the exemption under the Securities Act 1933 (US) s 3(a)(10) applied, thereby allowing the company to avoid certain compliance requirements. Additionally, the court needed to consider whether the scheme, as proposed, was in the best interests of the company and its shareholders.
The court held that the alteration to clause 2.1(d)(i) was necessary to correct a minor error in the scheme. The reference to "255,203,613" should be changed to "255,203,614" to ensure the accuracy of the scheme. The court found that the Securities Act 1933 (US) s 3(a)(10) exemption applied, and that the scheme, as altered, was in the best interests of the company and its shareholders. The court granted the order for approval of the scheme with the specified alteration and exempted the company from certain compliance requirements under the Corporations Act.
Consequently, the court ordered that the scheme of arrangement between Straits Resources Limited and the holders of its ordinary shares be approved subject to the alteration of clause 2.1(d)(i). The company was also exempted from compliance with subsection 411(11) of the Corporations Act in relation to the approval order. These orders were to be entered forthwith, with the necessary alterations reflected in Annexure "A" to the orders.
Orders
Orders of the court
1 Pursuant to subsections 411(4)(b) and (6) of the Corporations Act 2001 (Cth) (Corporations Act), the scheme of arrangement (Scheme) between Straits Resources Limited ACN 056 601 417 (Straits) and the holders of ordinary shares in Straits in the form of the Scheme contained in Annexure E of the Scheme Booklet which was registered with the Australian Securities and Investments Commission on 21 December 2010, be approved subject to altering the reference in clause 2.1(d)(i) from “255,203,613” to “255,203,614”, so that the Scheme as altered and approved is in the form of Annexure “A” to these Orders.
2 Pursuant to subsection 411(12) of the Corporations Act, Straits be exempted from compliance with subsection 411(11) of the Corporations Act in relation to Order 1.
3 These orders to be entered forthwith.
Date that entry is stamped: 31 January 2011
Deputy District Registrar
Annexure A
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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