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Re Vimy Resources Ltd

Re Vimy Resources Ltd

Case [2022] WASC 233 25 July 2022

Scheme of Arrangement

Share Acquisition

Statutory Interpretation

Corporate Governance

Corporate Law & Governance

Type to search within this case.

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION:   RE VIMY RESOURCES LTD; EX PARTE VIMY RESOURCES LTD [2022] WASC 233
CORAM:   STRK J
HEARD:   15 JUNE 2022
DELIVERED          :   15 JUNE 2022
PUBLISHED           :   25 JULY 2022
FILE NO/S:   COR 93 of 2022
MATTER:   IN THE MATTER OF VIMY RESOURCES LTD

EX PARTE
VIMY RESOURCES LTD
Plaintiff
DEEP YELLOW LTD
Interested Party

Catchwords:

Corporations law - Scheme of arrangement - Proposed share acquisition - Application for orders convening a scheme meeting under Corporations Act 2001 (Cth) s 411(1) - Whether requirements to order scheme meeting are satisfied - Orders made convening scheme meeting - Distribution of scheme booklet containing the explanatory statement required by the Corporations Act 2001 (Cth) s 412(1)(a) approved - Ancillary orders

Legislation:

Corporations Act 2001 (Cth)
Corporations Regulations 2001 (Cth)
Supreme Court (Corporations) (WA) Rules 2004 (WA)

Result:

Application granted
Orders made convening scheme meeting

Category: B

Representation:

Counsel:

Plaintiff	:	A J Papamatheos & V N Ghosh
Interested Party	:	P Tydde

Solicitors:

Plaintiff	:	Minter Ellison
Interested Party	:	Gilbert + Tobin

Case(s) referred to in decision(s):

Australian Securities Commission v Marlborough Gold Mines Ltd [1993] HCA 15; (1993) 177 CLR 485
First Pacific Advisors LLC v Boart Longyear Ltd [2017] NSWCA 116; (2017) 320 FLR 78
Kupang Resources Ltd v International Litigation Partners Pte Ltd [2015] WASCA 89
MDA National Ltd v Medical Defence Australia Ltd [2014] FCA 954
Re Advance Bank Australia Ltd [No 2] (1997) 136 FLR 281
Re Amcom Telecommunications Ltd [2015] FCA 341
Re Anatolia Energy Ltd [2015] FCA 1134
Re APN News & Media Ltd [2007] FCA 770; (2007) 62 ACSR 400
Re APN Property Group Ltd [2021] VSC 389
Re Asaleo Care Ltd [2021] FCA 406
Re Cannpal Animal Therapeutics Ltd [2021] WASC 37
Re Cassini Resources Ltd [2020] WASC 317
Re Creso Pharma [2019] WASC 472
Re CSR Ltd [2010] FCAFC 34; (2010) 183 FCR 358
Re Doray Minerals Ltd [2019] WASC 57
Re Dreamscape Networks Ltd [2019] WASC 412
Re Excelsior Gold Ltd [2018] FCA 2064
Re Exore Resources Ltd [2020] WASC 285
Re Firefly Resources Ltd [2021] WASC 376
Re Galaxy Resources Ltd [2021] WASC 277
Re Gazal Corporation Ltd [2019] FCA 701
Re Japara Healthcare Ltd [2021] FCA 1150; (2021) 156 ACSR 695
Re Kangaroo Resources Ltd [2018] WASC 327
Re Macquarie Private Capital A Ltd [2008] NSWSC 323; (2008) 26 ACLC 366
Re Mod Resources Ltd [2019] WASC 326
Re Navitas Ltd [2019] WASC 180
Re NRMA Insurance Ltd (No 1) [2000] NSWSC 82; (2000) 156 FLR 349
Re NTM Gold Ltd [2021] WASC 22
Re Nzuri Copper Ltd [2019] WASC 189
Re Opes Prime Stockbroking Ltd [2009] FCA 813; (2009) 179 FCR 20
Re Ozgrowth Ltd [2022] WASC 107
Re Pacific Energy Ltd [2019] WASC 443
Re Piedmont Lithium Ltd [2021] WASC 76
Re Seven Network Ltd [2010] FCA 220
Re Seven Network Ltd [No 3] [2010] FCA 400; (2010)

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 Vimy Resources Ltd

Details

AGLC: Re Vimy Resources Ltd [2022] WASC 233
Case: [2022] WASC 233
Decision Date: 25 JULY 2022

CaseChat Overview and Summary

Vimy Resources Limited was the subject of a legal dispute involving the proposed acquisition of its shares by a third party. The case was heard by the Federal Court of Australia, where Vimy Resources sought an order convening a scheme meeting to facilitate the proposed acquisition. The primary legal issue before the court was whether the necessary conditions for ordering a scheme meeting were fulfilled under section 411(1) of the Corporations Act 2001. The court was tasked with determining whether Vimy Resources had provided sufficient information to the shareholders and if the explanatory statement was adequate.

The court meticulously reviewed the statutory requirements outlined in section 411(1) of the Corporations Act 2001, which necessitates the convening of a scheme meeting if the requisite conditions are met. The explanatory statement was also evaluated to ensure it complied with section 412(1)(a) of the Act. The court considered the information provided by Vimy Resources, the completeness of the explanatory statement, and whether the shareholders were adequately informed to make an informed decision. Upon finding that the necessary statutory criteria were satisfied, the court ruled in favour of Vimy Resources and ordered the convening of a scheme meeting.

The court's decision included the approval of the distribution of the scheme booklet containing the explanatory statement, as required by section 412(1)(a) of the Corporations Act 2001. Ancillary orders were also made to ensure the proper conduct of the scheme meeting and the subsequent share acquisition. The court's ruling facilitated the proposed acquisition process by ensuring that all legal requirements were met, allowing the scheme meeting to proceed as planned.

Orders