In the matter of Peel Mining Limited

[2026] NSWSC 477

Supreme Court of NSW

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Interrogate

Catchwords

1. CORPORATIONS — arrangements and reconstructions — scheme of arrangement — where demerger and scheme are inter-conditional — where demerger will not be implemented unless the scheme becomes effective — application under s 411 Corporations Act 2001 (Cth) for orders convening meeting of members to consider and, if thought fit, to agree to proposed scheme of arrangement — whether requirements to order scheme meeting satisfied — orders convening scheme meeting and ancillary orders made

Quick Take

The Court ordered the convening of a scheme meeting for a scrip scheme of arrangement between Peel Mining and Aeris Resources, which was inter-conditional with a demerger involving an in specie distribution of shares in a subsidiary. While the Court found the imposition of brokerage and sale costs on Non-electing Small Shareholders and Ineligible Foreign Shareholders was not 'class-creating', Brereton J observed that there is something to be said for a practice where the applicant company bears those administrative costs, particularly for Ineligible Foreign Shareholders whose shares are sold compulsorily, as the company secures an advantage from the disposal. The Court also noted that where directors have interests in the outcome of a scheme (such as options and performance rights), they may still make recommendations provided their interests are fully disclosed, consistent with the approach in Villa World.