Delta Gold Limited (In the Matter of Delta Gold Limited) [2001] FCA 1817

Delta Gold Limited (In the Matter of Delta Gold Limited) [2001] FCA 1817

The scheme was approved because the statutory requirements under s 411 were satisfied, ASIC had no objection, the Delta shareholders had overwhelmingly approved the scheme after adequate disclosure, and none of the objector's ASX Listing Rule objections justified refusal. Exception 5 to Listing Rule 7.1 applied to the Goldfields share issue under the merger by scheme of arrangement; Listing Rule 7.22 did not apply because Delta dealt with option holders according to their existing rights rather than by a reorganisation; and Listing Rule 10.1 was not shown to apply. Even if a listing rule breach had existed, that would not make the scheme inconsistent with the Corporations Act or make...

Jurisdiction
Australia
Judgment Date
18 December 2001
Procedural Posture
Corporations Act 2001 S 411 Application for Approval of Scheme of Arrangement / Notice of Motion for Approval After Scheme Meeting
Outcome
Scheme of arrangement approved; objector's objections rejected; no costs order made against the objector.
Legal Topics
['approval of Scheme of Arrangement Under Corporations Act 2001 S 411' 'merger by Scheme of Arrangement' 'asx Listing Rules 7.1, 7.22 and 10.1' 'asic No Objection Statement' 'leave for Interested Person to Be Heard Under Federal Court (corporations) Rules 2000 R 2.13']
['corporations' 'schemes of Arrangement' 'securities Exchange Listing Rules'] ['approval of Scheme of Arrangement Under Corporations Act 2001 S 411' 'merger by Scheme of Arrangement' 'asx Listing Rules 7.1, 7.22 and 10.1' 'asic No Objection Statement' 'leave for Interested Person to Be Heard Under Federal Court (corporations) Rules 2000 R 2.13']

Case Brief

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Procedural Posture

Corporations Act 2001 S 411 Application for Approval of Scheme of Arrangement / Notice of Motion for Approval After Scheme Meeting

Legal Issues

  1. 1 ['Whether the Court should approve the scheme of arrangement between Delta Gold Limited and its members under s 411 of the Corporations Act 2001.' 'Whether alleged non-compliance by Goldfields Limited with ASX Listing Rule 7.1 prevented approval of the scheme.' 'Whether the treatment of Delta option holders involved a reorganisation to which ASX Listing Rule 7.22 applied.' 'Whether Goldfields Limited required shareholder approval under ASX Listing Rule 10.1 for acquisition of a substantial asset.' "Whether any possible breach of ASX Listing Rules would make Goldfields' contractual commitments voidable or otherwise justify refusing approval of the scheme." 'Whether the objector should be ordered to pay additional costs under Federal Court (Corporations) Rules 2000 r 2.13(2).']

Ratio Decidendi

The scheme was approved because the statutory requirements under s 411 were satisfied, ASIC had no objection, the Delta shareholders had overwhelmingly approved the scheme after adequate disclosure, and none of the objector's ASX Listing Rule objections justified refusal. Exception 5 to Listing Rule 7.1 applied to the Goldfields share issue under the merger by scheme of arrangement; Listing Rule 7.22 did not apply because Delta dealt with option holders according to their existing rights rather than by a reorganisation; and Listing Rule 10.1 was not shown to apply. Even if a listing rule breach had existed, that would not make the scheme inconsistent with the Corporations Act or make...

Court Disposition

Scheme of arrangement approved; objector's objections rejected; no costs order made against the objector.

Orders

  • ['Order approving the scheme of arrangement under s 411 of the Corporations Act 2001.' 'Leave granted to Jacqueline Fiona Porter to be heard on the notice of motion without becoming a party to the proceedings.' 'No order that Jacqueline Fiona Porter pay additional costs under Federal Court (Corporations) Rules 2000...