Tawana Resources Nl, in the matter of Tawana Resources Nl (No 3)

In the matter of Tawana Resources NL, the Federal Court was asked to approve a scheme of arrangement between the plaintiff company and its shareholders. The scheme aimed to restructure the company's capital and was contested by some shareholders. The court had to decide whether the scheme was fair and reasonable to the shareholders and whether there were any grounds to disregard certain votes.

The primary legal issue was whether the scheme of arrangement was fair and reasonable to the shareholders, particularly the minority shareholders, and whether there were any reasons to tag or disregard any votes cast by the shareholders. The court also needed to determine if there were adequate disclosures and whether the company complied with the procedural requirements set out in the Corporations Act 2001.

The court found that the scheme was fair and reasonable to all classes of shareholders, including the minority shareholders. It noted that there was no evidence to support tagging or disregarding any votes. The supplementary disclosure provided was deemed sufficient, and the company had complied with the procedural requirements. Therefore, the court concluded that the scheme met the criteria for approval under section 411(4)(b) of the Corporations Act. Consequently, the court granted the application to approve the scheme of arrangement.

The court made orders approving the scheme of arrangement, exempting the plaintiff from certain compliance requirements, and extending the time for compliance with a prior order. These orders were to be entered forthwith, ensuring the scheme could proceed as planned.