FEDERAL COURT OF AUSTRALIA
Verdant Minerals Ltd, in the matter of Verdant Minerals Ltd (No 2) [2019] FCA 841
File number: VID 333 of 2019 Judge: MOSHINSKY J Date of judgment: 31 May 2019 Catchwords: CORPORATIONS – members’ scheme of arrangement – second court hearing – order sought under s 411(4) that the scheme be approved – applicable principles – approval given Legislation: Corporations Act 2001 (Cth), ss 411, 412
Federal Court (Corporations) Rules 2000, r 3.5
Cases cited: Re Alabama, New Orleans, Texas and Pacific Junction Railway Co [1891] 1 Ch 213
Re Healthscope Ltd (No 2) [2019] FCA 759
Re Medical Australia Ltd (No 2) [2017] FCA 1429
Re NRMA Ltd (2000) 33 ACSR 595
Re Permanent Trustee Co Ltd (2003) 43 ASCR 601
Re Seven Network Ltd (No 3) (2010) 77 ACSR 701
Re Signature Capital Investments Ltd (No 2) [2016] FCA 385
Re Solution 6 Holdings Ltd (2004) 50 ACSR 113
Date of hearing: 31 May 2019 Registry: Victoria Division: General Division National Practice Area: Commercial and Corporations Sub-area: Corporations and Corporate Insolvency Category: Catchwords Number of paragraphs: 31 Counsel for the Plaintiff: Ms E Boros Solicitor for the Plaintiff: Ashurst Australia ORDERS
VID 333 of 2019 IN THE MATTER OF VERDANT MINERALS LTD
BETWEEN: VERDANT MINERALS LTD (ACN 122 131 622)
Plaintiff
JUDGE:
MOSHINSKY J
DATE OF ORDER:
31 MAY 2019
THE COURT NOTES THAT:
1.This proceeding concerns a scheme of arrangement between the plaintiff and the holders of ordinary shares in the plaintiff other than Washington H. Soul Pattinson and Company Ltd (Scheme), the terms of which are set out in Annexure C to the Explanatory Booklet, a copy of which is annexed as tab 1 of KML-3 to the Third Affidavit of Ms Kylie Marie Lane affirmed on 17 April 2019.
2.A statement dated 30 May 2019 has been given by the Australian Securities and Investments Commission in accordance with s 411(17)(b) of the Corporations Act 2001 (Cth) (Corporations Act).
THE COURT ORDERS THAT:
1.The time for compliance with paragraph 2 of the orders dated 16 April 2019 be extended to 29 April 2019.
2.Pursuant to s 411(4) of the Corporations Act, the Scheme be approved.
3.Pursuant to s 411(12) of the Corporations Act, the plaintiff be exempted from compliance with s 411(11) of the Corporations Act in respect of the Scheme.
4.These orders be entered forthwith.
Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.
REASONS FOR JUDGMENT
MOSHINSKY J:
Introduction
On 16 April 2019, I made orders that the plaintiff (Verdant) convene and hold a meeting (Scheme Meeting) of holders of ordinary shares in Verdant other than Washington H. Soul Pattinson and Company Ltd (Scheme Shareholders) to consider and, if thought fit, approve (with or without modification) a scheme of arrangement proposed to be made between Verdant and Scheme Shareholders (the Scheme). These orders were varied in one respect on 18…
Continue reading Re Verdant Minerals Ltd (No 2)
Sign in free to access the full text
- AGLC
- Re Verdant Minerals Ltd (No 2) [2019] FCA 841
- Case
- [2019] FCA 841
- Decision Date
CaseChat Overview and Summary
The legal issues before the court were whether the scheme was fair and reasonable to the company's members and creditors and if the proposed exemption from certain constitutional requirements was appropriate. The court needed to examine the details of the scheme, the fairness of the proposed arrangements to the stakeholders, and the compliance with the statutory framework set out in the Corporations Act.
The court held that the scheme was fair and reasonable to the members and creditors of Verdant Minerals Ltd. The judge noted that the members had been adequately informed and had the opportunity to consider the scheme. The court also found that the exemption from certain constitutional requirements was appropriate given the circumstances of the case, as there was no alteration to the company's constitution and the shareholders were fully informed. The court determined that the statutory requirements had been met and that the scheme should be approved.
Consequently, the court ordered the extension of the compliance period for the scheme, approved the scheme under section 411(4) of the Corporations Act, exempted the company from certain constitutional compliance under section 411(12) of the Act, and directed that these orders be entered forthwith. This decision provided clarity and finality to the complex restructuring process for Verdant Minerals Ltd, allowing the company to proceed with its reorganisation under the approved scheme.
Orders
Orders of the court
1. The time for compliance with paragraph 2 of the orders dated 16 April 2019 be extended to 29 April 2019.
2. Pursuant to s 411(4) of the Corporations Act, the Scheme be approved.
3. Pursuant to s 411(12) of the Corporations Act, the plaintiff be exempted from compliance with s 411(11) of the Corporations Act in respect of the Scheme.
4. These orders be entered forthwith.
Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.
Background
Background to the litigation
Full text does not contain this section.
Evidence
Evidence Before The Court
Full text does not contain this section.
Decision
Reasons for decision
Ratio Decidendi
Legal Principle Established
Full text does not contain this section.