Aurox Resources Ltd (ABN 32 106 793 560), in the matter of Aurox Resources Ltd (ABN 32 106 793 560) [2010] FCA 853

Aurox Resources Ltd (ABN 32 106 793 560), in the matter of Aurox Resources Ltd (ABN 32 106 793 560) [2010] FCA 853

The evidence established the scheme of arrangement is fair and reasonable, documentation is appropriate and complies with ASIC requirements, exclusivity and break fee provisions do not preclude scheme approval, and thus the Court granted orders to convene a shareholders meeting to consider the scheme.

Parties
Plaintiff: Aurox Resources Ltd (ABN 32 106 793 560)
Jurisdiction
Australia
Judgment Date
02 July 2010
Procedural Posture
Corporations Act Scheme of Arrangement / Application for Orders to Convene Scheme Meeting
Outcome
Application granted - orders made for convening scheme meeting and related matters.
Legal Topics
Scheme of Arrangement, Merger, Approval of Expert Report, Break Fee, Notice of Meeting
Corporations Law Scheme of Arrangement Merger Approval of Expert Report Break Fee Notice of Meeting

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Parties

Aurox Resources Ltd (ABN 32 106 793 560)

Plaintiff

Procedural Posture

Corporations Act Scheme of Arrangement / Application for Orders to Convene Scheme Meeting

Legal Issues

  1. 1 Whether orders should be made to convene a meeting of shareholders to consider a scheme of arrangement under s 411(1) of the Corporations Act
  2. 2 Whether the scheme booklet, notice, and proxy forms are appropriate for distribution
  3. 3 Whether 'no talk, no shop' exclusivity and break fee provisions are acceptable for scheme approval

Ratio Decidendi

The evidence established the scheme of arrangement is fair and reasonable, documentation is appropriate and complies with ASIC requirements, exclusivity and break fee provisions do not preclude scheme approval, and thus the Court granted orders to convene a shareholders meeting to consider the scheme.

Court Disposition

Application granted - orders made for convening scheme meeting and related matters.

Orders

  • Plaintiff to convene a scheme meeting of members holding ordinary shares pursuant to section 411(1) of the Corporations Act.
  • Scheme booklet approved for distribution to shareholders.