United Minerals Corporation Nl (ACN 107 061 343), in the matter of United Minerals Corporation Nl (ACN 107 061 343) (No 2)

In the matter of United Minerals Corporation Nl (ACN 107 061 343) (No 2), the Australian court was tasked with approving a scheme of arrangement involving United Minerals Corporation Nl and its members. The dispute centered on whether the scheme complied with the statutory requirements of the Corporations Act 2001 (Cth). The primary legal issues involved determining if the scheme was proposed for a legitimate purpose and whether it was fair and reasonable to the company’s members.

The court considered the statutory provisions under section 411 of the Act, which mandates that a scheme of arrangement cannot be approved unless it is either not proposed to avoid the operation of the takeover provisions in Chapter 6 of the Act or unless the Australian Securities and Investments Commission (ASIC) has provided a written statement of no objection. The court noted that ASIC had not objected to the scheme, and there was no evidence suggesting the scheme was designed to circumvent the takeover regime. Furthermore, the court observed that the majority of the members had had adequate time and information to consider the scheme and had approved it.

Based on the statutory compliance and the absence of any indication that the scheme was proposed for an illegitimate purpose, the court was satisfied that the scheme was fair and reasonable. Consequently, the court approved the scheme, exempting the company from certain compliance requirements and directing the lodgement of the orders with ASIC within a specified timeframe. The final orders included approval of the scheme, exemption from certain compliance provisions, and instructions for the lodgement of an office copy of the orders with ASIC.