FEDERAL COURT OF AUSTRALIA
Tronox Limited, in the matter of Tronox Limited (No 2) [2019] FCA 681
File number: VID 35 of 2019 Judge: O’CALLAGHAN J Date of judgment: 22 March 2019 Date of publication of reasons: 21 May 2019 Catchwords: CORPORATIONS –– application under s 411(4)(b) of the Corporations Act 2001 (Cth) to approve schemes of arrangement – schemes approved Legislation: Corporations Act 2001 (Cth) s 411
Securities Act of 1933 15 U.S.C. §§ 77a-77mm (1934) (USA)
Cases cited: Re Alabama, New Orleans, Texas and Pacific Junction Railway Company [1891] 1 Ch 213
Re AXA Asia Pacific Holdings Ltd (No 2) (2011) 82 ACSR 501; [2011] VSC 102
Re Coles Group Ltd (No 2) (2007) 65 ACSR 494; [2007] VSC 523
Re Equinox Resources Ltd (2004) 49 ACSR 692; [2004] WASC 143
Re Hostworks Group Ltd (No 2) [2008] FCA 248
Re NRMA Ltd (No 1) (2000) 33 ACSR 595; [2000] NSWSC 82
Re Spark Infrastructure Holdings No 1 Limited and Others (2010) 79 NSWLR 756
Re Tatts Group Limited (No 2) [2017] VSC 770
Re Wesfarmers Ltd; Ex Parte Wesfarmers Ltd (No 2) [2018] WASC 357
Registry: Victoria Division: General Division National Practice Area: Commercial and Corporations Sub-area: Commercial Contracts, Banking, Finance and Insurance Category: Catchwords Number of paragraphs: 57 Counsel for the Plaintiff: M I Borsky QC with B K Holmes Solicitor for the Plaintiff: Ashurst Australia ORDERS
VID 35 of 2019 IN THE MATTER OF TRONOX LIMITED
TRONOX LIMITED
Plaintiff
JUDGE:
O’CALLAGHAN J
DATE OF ORDER:
22 March 2019
OTHER MATTERS:
A.The Court received into evidence the following further affidavits in this proceeding:
(i)Second Affidavit of John Francis Sartori dated 25 February 2019 with annexure.
(ii)Affidavit of Edi Patricio Remache dated 7 March 2019 with annexures.
(iii)Affidavit of Anthony Saverio Vecchio dated 8 March 2019 with annexures.
(iv)Affidavit of Dennis Michael Sneyers dated 11 March 2019 with annexures.
(v)Affidavit of William Valentin dated 15 March 2019 with annexures.
(vi)Fourth Affidavit of Jeffrey Nathan Neuman dated 15 March 2019 with annexures.
(vii)Third Affidavit of John Francis Sartori dated 19 March 2019 with annexures.
(viii)Fourth Affidavit of John Francis Sartori dated 22 March 2019 with annexure.
B.There has been produced to the Court a statement in writing by the Australian Securities and Investments Commission (ASIC) in accordance with section 411(17)(b) of the Corporations Act 2001 (Cth) stating that ASIC has no objection to the Schemes of Arrangement referred to in this Order.
C.The New Tronox Shares to be issued pursuant to the Schemes of Arrangement (and as defined in the Schemes of Arrangement) will not be registered under the Securities Act of 1933 (USA) or the securities laws of any other state jurisdiction in the United States. In connection with the implementation of the Schemes and the issue of New Tronox Shares, Tronox and New Tronox intend to rely:
(i)on the Federal Court’s approval of the Schemes; and
(ii)on section 3(a)(10) of the Securities Act of 1933 (USA).
THE COURT ORDERS THAT:
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- AGLC
- Re Tronox Ltd (No 2) [2019] FCA 681
- Case
- [2019] FCA 681
- Decision Date
CaseChat Overview and Summary
The court examined the fairness and reasonableness of the proposed schemes, considering the benefits and disadvantages to the shareholders, and whether the schemes complied with the statutory requirements. The court was also tasked with determining whether the court should exempt Tronox from the requirement to annex the orders approving the schemes to Tronox's constitution under section 411(11) of the Act, as requested by Tronox. The court found that the schemes were fair and reasonable to all parties, and that the exemption from annexing the orders to the constitution would serve no ongoing purpose. Therefore, the court approved the schemes and granted the exemption as requested.
Consequently, the court made orders approving the schemes of arrangement between Tronox and the holders of Class A and Class B ordinary shares in Tronox, and exempted Tronox from compliance with section 411(11) of the Act. The orders were to be entered forthwith, as per Rule 39.32 of the Federal Court Rules 2011. The schemes, as approved by the court, are annexed to the judgment and marked "A" and "B" respectively.
Orders
Orders of the court
1. Pursuant to subsection 411(4)(b) of the Corporations Act 2001 (Cth) (Act):
(a) the scheme of arrangement between the Plaintiff (Tronox) and the holders of Class A ordinary shares in Tronox, in the form annexed hereto and marked “A”, be and is hereby approved; and
(b) the scheme of arrangement between Tronox and the holder of Class B shares in Tronox, in the form annexed hereto and marked “B”, be and is hereby approved.
2. Pursuant to subsection 411(12) of the Act, Tronox be exempted from compliance with section 411(11) of the Act.
3. These Orders be entered forthwith.
Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.
ANNEXURE A
ANNEXURE B
Background
Background to the litigation
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Evidence
Evidence Before The Court
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Decision
Reasons for decision
Ratio Decidendi
Legal Principle Established
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