FEDERAL COURT OF AUSTRALIA

Warwick Resources Limited, in the matter of Warwick Resources Limited (No 2) [2009] FCA 1476

IN THE MATTER OF WARWICK RESOURCES LIMITED (ACN 063 506 963)

WARWICK RESOURCES LIMITED (ACN 063 506 963)

WAD 172 of 2009

SIOPIS J

7 DECEMBER 2009

PERTH

IN THE MATTER OF WARWICK RESOURCES LIMITED (acn 063 506 963)

THE COURT ORDERS THAT:

1.                  The Schemes of Arrangement between the Plaintiff and its:

(a)                members; and

(b)               optionholders,

being Appendix 3 and 4 respectively to the Scheme Booklet (which incorporates the Explanatory Statement) which is included in Annexure “BMM-6” to the affidavit of Bruce Morrison McQuittty sworn 1 October 2009 and substituted with the Scheme Booklet filed on 16 October 2009 as well as agreed to by resolutions of the members and optionholders of the Plaintiff at meetings of its members and optionholders on 30 November 2009, be approved.

2.                  In accordance with Section 411(12) of the Act, the Plaintiff is exempt from compliance with Section 411(11) of the Act.

3.                  An office copy of this Order be lodged with the Australian Securities and Investments Commission within 14 days.

4.                  Pursuant to Section 411(10) of the Act, these orders have effect from the date of this order.

Note:    Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.
The text of entered orders can be located using eSearch on the Court’s website.

in the matter of warwick resources limited (acn 063 506 963)

REASONS FOR JUDGMENT

1                                             This is the second hearing of an application to the Court for the approval of two schemes of arrangement between the plaintiff and its members and option holders respectively.  On 19 October 2009, I made orders for the convening of meetings for the purposes of considering and, if thought fit, passing resolutions to approve the members’ scheme and the option holders’ scheme.

2                                             The matters in respect of which the Court is to be satisfied at this stage of the approval process are well known and are set out by Santow J in the case of Re NRMA Insurance Ltd (No 1) (2000) 156 FLR 349 at 361, at [41] (NRMA).

3                                             I deal with the first of those matters, namely, that the requirements of s 411 of the Corporations Act 2001 (Cth) have been satisfied.  I have evidence before me that notice of the meetings was given in accordance with the Court’s orders and that the meetings were held in accordance with those orders.  There is also evidence that at those meetings the resolutions approving the schemes were passed by the requisite majorities set out in s 411(4) of the Corporations Act.  I also have evidence that the outstanding conditions to the operation of the scheme implementation agreement have been satisfied or waived.

4                                             There is evidence that the Australian Securities and Investments Commission has been notified of this hearing and has provided a letter in accordance with s 411(17)(b) of the Corporations Act, indicating that it has no objection to the schemes.  Further, there is no reason why I would, in the exercise of the discretion under s 411(17), withhold making the orders approving the schemes.

5                                             The next issue is whether the Court is satisfied that the majority of members acted in good faith and not for an illegitimate purpose.  There is no evidence before me to suggest that the majority of members have acted otherwise than in good faith and for a legitimate purpose.  I am satisfied as to this matter.

6                                             The next question is whether I am satisfied that the schemes are fair and reasonable in the sense referred to in NRMA.  Again, there is no evidence to suggest that the schemes are anything other than fair and reasonable in that sense.  It is instructive, in this regard, that both schemes received 100% approvals at the meetings.

7                                             Accordingly, I will make orders in accordance with the minute of proposed orders which Mr Young has handed up to me.

Associate:

Dated:         10 December 2009