Aphrodite Gold Limited, in the matter of Aphrodite Gold Limited [2017] FCA 1346

Aphrodite Gold Limited, in the matter of Aphrodite Gold Limited [2017] FCA 1346

The Court was satisfied that the proposed scheme qualified as an 'arrangement' under the Corporations Act, that ASIC had proper notice and opportunity, that the scheme booklet provided adequate disclosure, and that the break fee and exclusivity provisions were compliant and properly disclosed, therefore the orders for convening the meeting were granted.

Jurisdiction
Australia
Judgment Date
10 November 2017
Procedural Posture
Corporations Scheme of Arrangement / Application for Convening Shareholders’ Meeting Under S 411(1) Corporations Act
Outcome
Orders made for convening shareholders’ meeting to consider scheme of arrangement.
Legal Topics
['scheme of Arrangement' 'shareholder Meeting' 'corporate Merger' 'break Fee' 'exclusivity Provisions']
['corporations Law'] ['scheme of Arrangement' 'shareholder Meeting' 'corporate Merger' 'break Fee' 'exclusivity Provisions']

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Procedural Posture

Corporations Scheme of Arrangement / Application for Convening Shareholders’ Meeting Under S 411(1) Corporations Act

Legal Issues

  1. 1 ['Whether a meeting of members should be convened to vote on a proposed scheme of arrangement under s 411(1) Corporations Act' 'Whether the proposed scheme booklet complies with statutory requirements' 'Whether ASIC has had proper notice and opportunity regarding the scheme' 'Adequacy of disclosure to shareholders in scheme' 'Break fee and exclusivity provisions compliance']

Ratio Decidendi

The Court was satisfied that the proposed scheme qualified as an 'arrangement' under the Corporations Act, that ASIC had proper notice and opportunity, that the scheme booklet provided adequate disclosure, and that the break fee and exclusivity provisions were compliant and properly disclosed, therefore the orders for convening the meeting were granted.

Court Disposition

Orders made for convening shareholders’ meeting to consider scheme of arrangement.

Orders

  • ['Plaintiff to convene meeting of holders of ordinary shares (other than Spitfire Materials Limited) on or about 18 December 2017 to consider scheme of arrangement.' 'Scheme Meeting to be conducted in accordance with Part 2G.2 Corporations Act provisions and Aphrodite’s constitution.' 'Scheme Meeting to use notice...