The Court ordered the convening of scheme meetings for two proposed schemes of arrangement (share scheme and option scheme) for the acquisition of Winsome Resources Ltd by Li-FT Power Ltd, notwithstanding the independent expert's opinion that each scheme was 'not fair but reasonable'. The Court held that where the independent expert concludes a scheme is not fair but reasonable, this does not warrant refusal to convene scheme meetings provided shareholders are adequately informed of the expert's conclusion and its basis, as the ultimate assessment of whether the scheme is in their best interests is a matter for shareholders. The Court also accepted that the risk of a foreign exchange listing condition precedent not being satisfied (where the TSXV would only grant final approval after the second court hearing) did not warrant withholding approval for convening meetings, given enforceable obligations, conditional approval already obtained, and adequate disclosure of the risk.
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