Atlantic Gold NL, in the matter of Atlantic Gold NL (No 2) [2014] FCA 869

Atlantic Gold NL, in the matter of Atlantic Gold NL (No 2) [2014] FCA 869

The scheme of arrangement is approved with specified alterations to remove references to excluded shareholders, as Spur holds no shares and identification requirements are satisfied. Alterations to the scheme are minor and fall within established propositions. Statutory majorities were properly obtained, statutory fairness requirements are satisfied, notice was properly given, and the scheme is fair and reasonable. Exemptions from statutory requirements are granted as sought.

Parties
Plaintiff: Atlantic Gold NL ACN 062 091 909; Interested Party: SPW Ventures Inc
Jurisdiction
Australia
Judgment Date
06 August 2014
Procedural Posture
Scheme of Arrangement Application / Second Court Hearing
Outcome
scheme of arrangement approved with alterations; statutory exemptions granted
Legal Topics
Scheme of Arrangement, Court Approval, Alterations to Scheme, Statutory Exemption
Corporations Scheme of Arrangement Court Approval Alterations to Scheme Statutory Exemption

Case Brief

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Parties

Atlantic Gold NL ACN 062 091 909

Plaintiff

SPW Ventures Inc

Interested Party

Procedural Posture

Scheme of Arrangement Application / Second Court Hearing

Legal Issues

  1. 1 Whether to approve the scheme of arrangement with alterations under s 411(6) of the Corporations Act 2001 (Cth)
  2. 2 Whether to grant exemptions from statutory requirements relating to the scheme
  3. 3 Whether shareholders were properly notified and statutory majorities obtained

Ratio Decidendi

The scheme of arrangement is approved with specified alterations to remove references to excluded shareholders, as Spur holds no shares and identification requirements are satisfied. Alterations to the scheme are minor and fall within established propositions. Statutory majorities were properly obtained, statutory fairness requirements are satisfied, notice was properly given, and the scheme is fair and reasonable. Exemptions from statutory requirements are granted as sought.

Court Disposition

scheme of arrangement approved with alterations; statutory exemptions granted

Orders

  • The scheme of arrangement between Atlantic Gold NL and its shareholders, as altered, is approved pursuant to s 411(4)(b) and s 411(6) of the Corporations Act 2001 (Cth).
  • Plaintiff to lodge copy of approved scheme with ASIC at same time as these Orders.