This case concerned an Application for an order pursuant to Section 177 of the Act approving a proposed plan of arrangement between B&A Fertilizers Ltd (“B&A”) and Rio Verde Mineral Development Corp (“Rio Verde”) and for all necessary determination, directions and permissions including notably a determination whether any person should be permitted to dissent, pursuant to section 179 of the Act, from the proposed arrangement.
B&A is a wholly owned subsidiary of B&A Mineracao SA (B&A Brazil). B&A Brazil wished to take over Rio Verde. The effect of the plan of arrangement if approved was that each member of Rio Verde would have its shares in Rio Verde exchanged for an equivalent number of redeemable shares in B&A, which will be redeemed by B&A at a price of $0.40 per share on the next business day following the effective date of the merger. The only shareholder of the merged B&A will thus be B&A Brazil. This will have achieved the takeover of Rio Verde.
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In the Matter of B&A Fertilizers Limited and In the Matter of Rio Verde Mineral Development Corp and In the Matter of a Plan of Arrangement Pursuant to Section 177 of the BVI Business Companies Act, 2004 (As Amended) Claim No. BVIHC (Com) No 132 of 2012