Re TriAusMin Ltd (No 2)

In the Federal Court of Australia, the case of Re TriAusMin Ltd (No 2) involved an application by TriAusMin Ltd (TRO) for court approval of a scheme of arrangement whereby TRO shareholders would exchange their shares for shares in Heron Resources Limited. The scheme was proposed to facilitate a corporate restructuring and the shareholders were to receive one share in Heron for every 2.33 TRO shares held. The legal issues central to the case included whether the scheme was fair to all shareholders, whether the necessary procedural requirements were met, and whether the exemption from registration under the US Securities Act 1933 was validly applied.

The court considered several factors in determining the fairness of the scheme, including the expert valuation of the shares, the process followed in convening and conducting the scheme meeting, and the notice given to shareholders. The court emphasised that it did not act as a valuer but had taken the sworn independent valuation into account. It was also noted that the scheme meeting was conducted in accordance with the court's prior orders, with proper notice given to shareholders and an opportunity for them to appear and be heard. The court found that the scheme was fair and reasonable and that all procedural requirements had been met.

The Federal Court granted the orders sought by TRO, approving the scheme of arrangement. The court was satisfied that the exemption from registration requirements under the US Securities Act was properly applied, and that the scheme was fair to the shareholders. The orders approved the scheme and allowed for its implementation, subject to compliance with any further conditions set out in the court's orders. The court's decision provided clarity on the procedural and substantive requirements for approving such schemes and reinforced the role of the court in ensuring fairness to all shareholders.