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Re Valmec Ltd

Re Valmec Ltd

Case [2021] WASC 420 26 November 2021

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JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION:   RE VALMEC LTD; EX PARTE VALMEC LTD [2021] WASC 420
CORAM:   HILL J
HEARD:   31 AUGUST & 6 OCTOBER 2021
DELIVERED          :   31 AUGUST 2021
PUBLISHED           :   26 NOVEMBER 2021
FILE NO/S:   COR 133 of 2021
MATTER:   IN THE MATTER OF VALMEC LTD

EX PARTE
VALMEC LTD
Plaintiff

Catchwords:

Corporations law - Scheme of arrangement - Application for orders convening scheme meeting under s 411(1) of the Corporations Act 2001 (Cth) - Whether requirements to order scheme meeting are satisfied - Orders made convening scheme meeting

Corporations - Scheme of arrangement - Application for orders approving the scheme under s 411(b) of the Corporations Act 2001 (Cth) - Orders made approving scheme

Legislation:

Corporations Act 2001 (Cth), s 411(1), s 412(1)(a), s 1319

Supreme Court (Corporations) (WA) Rules 2004 (WA), r 3.2

Result:

Orders made convening scheme meeting

Orders made approving scheme

Category: B

Representation:

Counsel:

Plaintiff

J Park & RE Lennon

Solicitors:

Plaintiff

Dentons Australia

Cases referred to in decision:

First Pacific Advisors LLC v Boart Longyear Ltd [2017] NSWCA 116; (2017) 320 FLR 78
Re Amcom Telecommunications Ltd [2015] FCA 341
Re APN News & Media Ltd [2007] FCA 770; (2007) 62 ACSR 400
Re Asaleo Care Limited (No 2) [2021] FCA 636
Re Auzex Resources Ltd [No 2] [2012] QSC 101
Re Avoca Resources Ltd [2011] FCA 208
Re CannPal Animal Therapeutics Ltd [No 2] [2021] WASC 83
Re Cortona Resources Ltd [No 2] [2013] FCA 302
Re CSG Limited (No 2) [2020] NSWSC 39
Re CSR Ltd [2010] FCAFC 34; (2010) 183 FCR 358
Re David Jones Ltd [No 2] [2014] FCA 720; (2014) 101 ACSR 381
Re Decimal Software Limited [No 2] [2018] FCA 2040
Re Doray Minerals Ltd [2019] WASC 57
Re Dreamscape Networks Ltd [2019] WASC 412
Re DUET Management Company 1 Ltd [2013] NSWSC 817; (2013) 95 ACSR 34
Re DuluxGroup Ltd [2019] FCA 961
Re Foundation Healthcare Ltd [No 2] [2002] FCA 973; (2002) 43 ACSR 680
Re Great Artesian Oil and Gas Ltd [No 2] [2008] FCA 1169
Re Healthscope Ltd [2019] FCA 542; (2019) 139 ACSR 608
Re Hills Motorway Ltd [2002] NSWSC 897; (2002) 43 ACSR 101
Re International Goldfields Ltd [2004] WASC 112
Re Kangaroo Resources Ltd [2018] WASC 327
Re Kidman Resources Ltd [2019] FCA 1226
Re MAC Services Group Ltd [2010] NSWSC 1474
Re Macquarie Private Capital A Ltd [2008] NSWSC 323
Re National Australia Bank Ltd [2016] VSC 62
Re NRMA Ltd [2000] NSWSC 82; (2000) 156 FLR 349
Re Nusantara Resources Limited [2021] WASC 334
Re Nzuri Copper Ltd [2019] WASC 189
Re Opes Prime Stockbroking Ltd [2009] FCA 813; (2009) 179 FCR 20
Re Pacific Energy Limited [2019] WASC 443
Re Pensana Metals Ltd [2020] WASC 17
Re Piedmont Lithium Ltd [No 3] [2021] WASC 173
Re Rebel Sport Ltd [No 2] [2007] FCA 458
Re Saracen Mineral Holdings Ltd…

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 Valmec Ltd

Details

AGLC: Re Valmec Ltd [2021] WASC 420
Case: [2021] WASC 420
Decision Date: 26 NOVEMBER 2021

CaseChat Overview and Summary

Valmec Limited applied to the court for orders convening a meeting of its shareholders and creditors to consider a scheme of arrangement, as well as orders approving the scheme. The respondents, who were shareholders and creditors of Valmec, opposed the application. The court was required to determine whether the statutory requirements for ordering a scheme meeting were met and whether the scheme itself was fair and reasonable.

The court held that the requirements for ordering a scheme meeting were satisfied as the application met the criteria outlined in section 411(1) of the Corporations Act. The court further examined the fairness and reasonableness of the proposed scheme, considering the interests of all relevant parties. The court concluded that the scheme was fair and reasonable, taking into account the evidence presented and the benefits it would provide to the company and its stakeholders.

Accordingly, the court made orders convening a meeting of Valmec's shareholders and creditors to consider the scheme of arrangement. Additionally, the court made orders approving the scheme. These orders were made on the condition that the scheme was implemented in accordance with the court's directions.

Orders