In the matter of Salar Blanco LLC [2022] NSWSC 1764

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Salar Blanco LLC [2022] NSWSC 1764 Hearing dates: 3 November, 6 December 2022, 15 December 2022 Date of orders: 6 December 2022, 15 December 2022 Decision date: 19 December 2022 Jurisdiction: Equity - Corporations List Before: Black J Decision: Orders made convening scheme meeting at first Court hearing; orders made approving a scheme of arrangement at second Court hearing. Catchwords: CORPORATIONS – Arrangements and reconstructions – Schemes of arrangement or compromise – Application at first Court hearing under s 411 of the Corporations Act 2001 (Cth) for orders convening meeting of sole member of registered foreign company to consider and, if thought fit, to agree to proposed scheme of arrangement – Whether requirements to order scheme meeting are satisfied – Whether Court should decline to exercise discretion to convene scheme meeting – Application at second Court hearing for orders approving scheme of arrangement – Where formal requirements satisfied – Whether scheme of arrangement should be approved – Transfer of assets within reconstruction of associated companies. Legislation Cited: - Corporations Act 2001 (Cth), ss 411, 413 Cases Cited: - AGL Energy Services (Queensland) Pty Ltd v AGL Energy Services Pty Ltd (No 1) [2010] FCA 452 - Alstom Signalling Solutions Pty Ltd v Alstom Transport Australia Pty Ltd [2016] FCA 852 - Barrick (Australia Pacific Exploration) Pty Ltd v Barrick (PD) Australia Pty Ltd [2017] FCA 998 - Da Yu Financial Holdings Ltd [2019] HKCFI 2531 - ICM Australia Pty Ltd v Stork Food Systems Australasia Pty Ltd (2006) 25 ACLC 208; [2006] FCA 1849 - Re Application of AGL Sydney Ltd (1994) 13 ACSR 597 - Re Drax Holdings [2004] 1 WLR 1049 - Re Ovato Print Pty Ltd [2020] NSWSC 1882 - Re PGSASA [2021] EWHC 222 (Ch) - Re Rare Earth Magnesium Technology Group Holdings Ltd [2022] HKCFI 1686 - Re Redcliffe Resources Ltd [2016] FCA 404 - Re ResApp Health Ltd [2022] NSWSC 1353 - Re South African Supply and Cold Storage Co [1904] 2 Ch 268 - Re Tabcorp Holdings Ltd (No 2) [2022] NSWSC 725 - Woolworths Group Limited v Pinnacle Liquor Group Pty Ltd, Re Woolworths Group Ltd [2019] FCA 1810 Category: Principal judgment Parties: Salar Blanco LLC (Plaintiff) Lithium Power International Limited (Defendant) Representation: Counsel: M B Oakes SC (Plaintiff) T Wong SC with S Scott (Defendant)