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[2026] NSWSC 744
Supreme Court of NSW
2026-06-24
Brereton J
Original judgment source is linked above.
Source: NSW Caselaw (www.caselaw.nsw.gov.au). Converted to plain text by ZoeLaw. Not the official version.
Medium Neutral Citation: In the matter of Peel Mining Limited [2026] NSWSC 744
Hearing dates: 19 June 2026
Date of orders: 19 June 2026
Decision date: 24 June 2026
Jurisdiction: Equity - Corporations List
Before: Brereton J
Decision: Orders made approving scheme of arrangement
Catchwords: CORPORATIONS – arrangements and reconstructions – scheme of arrangement – application for orders approving scheme of arrangement – where statutory majority for scheme has been achieved – where scheme is fair and reasonable – orders made approving scheme of arrangement
Legislation Cited: Corporations Act 2001 (Cth)
Supreme Court (Corporations) Rules 1999 (NSW)
Cases Cited: In the matter of Bigtincan Holdings Ltd (No 2) [2025] NSWSC 347
In the matter of Boart Longyear Ltd [2021] NSWSC 1272
In the matter of Peel Mining Limited [2026] NSWSC 477
Sierra Mining Ltd, in the matter of Sierra Mining Ltd [2014] FCA 694
In the matter of Tassal Group Limited (No 2) [2022] NSWSC 1619
In the matter of WPP AUNZ Limited [2021] NSWSC 520
Seven Network Limited, in the matter of Seven Network Limited (No 3) [2010] FCA 400; 77 ACSR 701
Staging Connections Group Limited, in the matter of Staging Connections Group Limited (No 2) [2015] FCA 1102
Texts Cited: N.A.
Category: Principal judgment
Parties: Peel Mining Limited (plaintiff)
Aeris Resources Limited (bidder)
Representation: Counsel:
T Wong SC / M Mellos (plaintiff)
D Jardine (solicitor) (bidder)
Solicitors:
Hamilton Locke (plaintiff)
HopgoodGanim Lawyers (bidder)
File Number(s): 2026/178915
Publication restriction: N.A.
On 19 June 2026, I made orders approving a proposed scheme of arrangement between the plaintiff, Peel Mining Limited (Peel), and its shareholders pursuant to s 411 of the Corporations Act 2001 (Cth). Under the scheme, Aeris Resources Limited (Aeris) proposed to acquire the shares in Peel following a Restructure, Demerger and Capital Reduction (as defined in the Scheme Booklet).
The details of the scheme are outlined in my reasons for making orders at the first Court hearing: see In the matter of Peel Mining Limited [2026] NSWSC 477. I will not repeat the matters that have been set out in those reasons. I will also use terms as defined in those reasons.
In accordance with orders made at the first Court hearing on 5 May 2026, a meeting of Peel Shareholders was held on 15 June 2026 to vote on the Demerger Resolution (as defined in the Scheme Booklet) to approve the Demerger and Capital Reduction. The Scheme Meeting was held on 15 June 2026 immediately following that meeting.
I made the orders on 19 June 2026. I did so for the following reasons.
The principles that apply to the role of the Court in approving a scheme of arrangement under s 411(4)(b) of the Corporations Act are well-established.
The matters of which the Court must be satisfied in approving the scheme at the second Court hearing are:
(a) whether there was compliance with the orders of the Court convening the scheme meeting or meetings; (b) whether the resolution to approve the scheme was passed by the requisite majorities and whether other statutory requirements have been satisfied; and (c) whether all conditions to which the scheme is subject (other than Court approval and lodgement of the Court’s orders with ASIC) have been met or waived.
See Sierra Mining Ltd, in the matter of Sierra Mining Ltd [2014] FCA 694 at [31] (Gilmour J).
(a) whether the scheme is fair and reasonable so that an intelligent and honest member, properly informed and acting alone, might approve it; (b) whether there was full and fair disclosure to members of all information material to the decision of whether to vote for or against the scheme; and (c) whether the plaintiff has brought to the attention of the Court all matters that could be considered relevant to the exercise of discretion.
Peel complied with the Court’s orders concerning despatch.
On 5 May 2026, a copy of the Scheme Booklet substantially in the form of the document which the Court ordered to be despatched to Peel Shareholders, was lodged with ASIC for registration through ASIC’s online regulatory portal.
The scheme materials were despatched to Scheme Shareholders in accordance with orders 5(a)-(c) of the orders made on 5 May 2026 (Orders).
Automic Registry Services (Automic) received ‘undeliverable’ or ‘undelivered’ receipts in respect of 15 emails sent to Peel Shareholders in accordance with order 5(a) of the Orders. Two of the undeliverable receipts related to Peel Shareholders who had already been sent documents by post in accordance with order 5(b) of the Orders. In respect of the balance of shareholders in respect of whom Automic received an ‘undeliverable’ or ‘undelivered’ receipt, Automic despatched the scheme materials to them in accordance with order 6 of the Orders, on 18 May 2026.
Peel has also complied with the Court’s orders concerning the convening of the Scheme Meeting.
The Scheme Meeting was held on 15 June 2026 at 10:30am. Mr Ronald Beevor, the Chair of Peel, chaired the Scheme Meeting, as required by order 4(b) of the Orders. The meeting proceeded after Peel Shareholders approved the Demerger by a simple majority, as required by the Notice of Demerger Meeting.
Voting at the Scheme Meeting on the resolution to approve the scheme was conducted by way of poll.
As at the Voting Entitlement Time, being 7.00pm (AEST) on 13 June 2026, there were 2,052 Scheme Shareholders (that is, no Excluded Shareholders) entitled to vote at the Scheme Meeting. The 574,078,887 votes cast by Scheme Shareholders at the Scheme Meeting (in person or by proxy), by 195 Scheme Shareholders who cast a vote, represent approximately 9.50% of Scheme Shareholders and 65.63% by number of scheme shares.
Votes were cast as follows:
| | No. of votes | % of votes | No. Scheme Shareholders | % Scheme Shareholders | | For | 574,033,887 | 99.99 | 194 | 99.49 | | Against | 45,000 | 0.01 | 1 | 0.51 |
It follows that Scheme Shareholders approved the scheme by a majority in number of Scheme Shareholders present and voting, and by more than 75% of the votes cast. The requirements of s 411(4)(a)(ii) were satisfied.
On 5 May 2026, a copy of the Orders was lodged with ASIC as required by r 3.5 of the Supreme Court (Corporations) Rules 1999 (NSW). On 5 May 2026, ASIC confirmed by email that the final Scheme Booklet had been registered with ASIC pursuant to s 412(6) of the Corporations Act.
At the second Court hearing, Peel tendered a letter from ASIC indicating that it has no objection to the scheme in accordance with s 411(17) of the Corporations Act.
It was apparent on the evidence that 9 Scheme Shareholders had contacted the telephone line established for Shareholder communications in respect of the scheme and that all persons who answered the calls to the telephone line did so in accordance with the approved Q&A script.
As at 16 June 2026, no complaints had been received from Scheme Shareholders.
(a) Peel expected that all conditions precedent to the scheme would be satisfied, which included that the Independent Expert has concluded, and as at the date of the second Court hearing, continued to conclude, that the scheme was in the best interests of Scheme Shareholders in the absence of a superior proposal; (b) the Scheme Resolution received the support of 99.99% of votes cast; (c) there had been no notice of any opposition to the proposed scheme; and (d) as at 18 June 2026, the board of Peel had not received any superior proposal since the scheme was first announced.
I was also satisfied that there was full and fair disclosure to members of all information material to the decision of whether to vote for or against the scheme.
There was no reason to suppose that the Peel had failed to bring to the attention of the Court all matters that could be considered relevant to the exercise of discretion.
I made the following orders:
Pursuant to section 411(4)(b) of the Corporations Act 2001 (Cth) (Act), the scheme of arrangement between the Plaintiff and its holders of fully paid ordinary shares who are “Scheme Shareholders” (as defined in the scheme), the terms of which are set out in Annexure B of the Scheme Booklet (a copy of which is Exhibit 1 in the proceeding) (Scheme), is approved.
Pursuant to section 411(12) of the Act, the Plaintiff be exempted from compliance with section 411(11) of the Act in relation to the Scheme.
The Plaintiff lodge with the Australian Securities and Investments Commission a copy of the approved Scheme at the time of lodging a copy of these orders.
These orders be entered forthwith.
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