Vale Australia Pty Ltd v Vale Exploration Pty Ltd - [2023] WASC 272

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION:   VALE AUSTRALIA PTY LTD -v- VALE EXPLORATION PTY LTD [2023] WASC 272
CORAM:   LUNDBERG J
HEARD:   21 DECEMBER 2022 & 27 JANUARY 2023
DELIVERED          :   25 JULY 2023
FILE NO/S:   COR 218 of 2022
BETWEEN:   VALE AUSTRALIA PTY LTD
First Plaintiff
RIO DOCE AUSTRALIA PTY LTD
Second Plaintiff
QLD COAL HOLDINGS PTY LTD
Third Plaintiff
BELCOAL PTY LTD
Fourth Plaintiff
BELVEDERE AUSTRALIA (BP) PTY LTD
Fifth Plaintiff
VALE AUSTRALIA (IP) PTY LTD
Sixth Plaintiff
VALE AUSTRALIA HOLDINGS PTY LTD
Seventh Plaintiff
BOWEN CENTRAL COAL PTY LTD
Eighth Plaintiff
ISAAC PLAINS COAL SALES PTY LTD
Ninth Plaintiff
GLENNIES CREEK COAL MANAGEMENT PTY LTD
Tenth Plaintiff
CAMBERWELL COAL PTY LIMITED
Eleventh Plaintiff
VALE AUSTRALIA (GC) PTY LTD
Twelfth Plaintiff
MAITLAND MAIN COLLIERIES PTY LTD
Thirteenth Plaintiff
INTEGRA COAL SALES PTY LTD
Fourteenth Plaintiff
INTEGRA COAL OPERATIONS PTY LTD
Fifteenth Plaintiff
AND
VALE EXPLORATION PTY LTD
Defendant

Catchwords:

Corporations law - Multiple schemes of arrangement - Proposed internal corporate reconstruction and amalgamation of solvent companies - Application for orders to convene scheme meetings and to approve schemes under Corporations Act 2001 (Cth), s 411 and s 412 - Orders sought to transfer undertaking, property and liabilities under Corporations Act 2001 (Cth), s 413 - Orders made to convene scheme meetings - Orders made for distribution of scheme booklet - Orders made approving schemes following scheme meetings

Legislation:

Corporations Act 2001 (Cth), s 411(1), s 412(1)(a) and s 413(1)
Corporations Regulations 2001 (Cth), sch 8
Personal Property Securities Act 2009 (Cth), s 34
Supreme Court (Corporations) (WA) Rules 2004 (WA), r 3.2

Result:

Application granted
Orders made convening scheme meeting, approving distribution of scheme booklet and approving the schemes

Category: B

Representation:

Counsel:

First Plaintiff	:	AJ Papamatheos & DA Jenaway
Second Plaintiff	:	AJ Papamatheos & DA Jenaway
Third Plaintiff	:	AJ Papamatheos & DA Jenaway
Fourth Plaintiff	:	AJ Papamatheos & DA Jenaway
Fifth Plaintiff	:	AJ Papamatheos & DA Jenaway
Sixth Plaintiff	:	AJ Papamatheos & DA Jenaway
Seventh Plaintiff	:	AJ Papamatheos & DA Jenaway
Eighth Plaintiff	:	AJ Papamatheos & DA Jenaway
Ninth Plaintiff	:	AJ Papamatheos & DA Jenaway
Tenth Plaintiff	:	AJ Papamatheos & DA Jenaway
Eleventh Plaintiff	:	AJ Papamatheos & DA Jenaway
Twelfth Plaintiff	:	AJ Papamatheos & DA Jenaway
Thirteenth Plaintiff	:	AJ Papamatheos & DA Jenaway
Fourteenth Plaintiff	:	AJ Papamatheos & DA Jenaway
Fifteenth Plaintiff	:	AJ Papamatheos & DA Jenaway
Defendant	:	No appearance

Solicitors:

First Plaintiff	:	Allen & Overy
Second Plaintiff	:	Allen & Overy
Third Plaintiff	:	Allen & Overy
Fourth Plaintiff	:	Allen & Overy
Fifth Plaintiff	:	Allen & Overy
Sixth Plaintiff	:	Allen & Overy
Seventh Plaintiff	:	Allen & Overy
Eighth Plaintiff	:	Allen & Overy
Ninth Plaintiff	:	Allen & Overy
Tenth Plaintiff	:	Allen & Overy
Eleventh Plaintiff	:	Allen & Overy
Twelfth Plaintiff	:	Allen & Overy
Thirteenth Plaintiff	:	Allen & Overy
Fourteenth Plaintiff	:	Allen & Overy
Fifteenth Plaintiff

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.

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Details

Case: [2023] WASC 272
Decision Date

CaseChat Overview and Summary

The Supreme Court of Western Australia was asked to approve multiple schemes of arrangement proposed by fifteen companies within the Vale Group, a large iron ore and nickel producer. The defendant, Vale Exploration, was another company within the Vale Group. The plaintiffs sought orders to convene scheme meetings, distribute scheme booklets, and approve the schemes. The proceedings involved detailed affidavit material and an independent expert report. The court considered the schemes' compliance with the Corporations Act 2001 (Cth) and relevant regulations, as well as the views of ASIC.

At the first hearing, the court was satisfied that the schemes met the statutory requirements, including adequate disclosure and procedural compliance. The schemes aimed to simplify the corporate structure of the Vale Group in Australia without impacting its business operations. The court made orders to convene the scheme meetings and approve the distribution of the scheme booklets.

At the second hearing, the court was satisfied that the schemes were approved by the requisite majorities at the scheme meetings. The court considered various factors, such as good faith, proper purpose, fairness, and full disclosure. The court found that the schemes were not motivated by any improper purpose, were fair and reasonable, and provided full and fair disclosure to the members. ASIC did not oppose the schemes, and there was no evidence suggesting the schemes were proposed to avoid any provisions of the Act. The court made orders to approve the schemes and to facilitate the transfer of assets, liabilities, and legal proceedings, as well as the deregistration of certain companies within the Vale Group. The court also addressed the interests of secured parties and the proper execution of instruments involving foreign companies.

Orders