Avocet Resources Limited, in the matter of Avocet Resources Limited [2013] FCA 496

Avocet Resources Limited, in the matter of Avocet Resources Limited [2013] FCA 496

The Court determined that the proposed scheme satisfies the requirements of s 411(1) Corporations Act 2001 (Cth); all shareholders are part of the same class and receive equivalent consideration; ASIC has had adequate opportunity to consider and does not object; the explanatory statement provides proper disclosure; the break fee and exclusivity provisions are reasonable; and procedural requirements have been met. Consequently, orders were made to convene the scheme meeting and approve the scheme booklet for distribution.

Jurisdiction
Australia
Judgment Date
23 May 2013
Procedural Posture
Scheme of Arrangement Application / First Hearing; Orders to Convene Scheme Meeting
Outcome
Orders made; scheme meeting to be convened; explanatory statement approved; proceedings stood over for further hearing.
Legal Topics
['scheme of Arrangement' 'corporate Mergers and Acquisitions' 'shareholder Meetings' 'explanatory Statement Disclosure']
['corporations Law'] ['scheme of Arrangement' 'corporate Mergers and Acquisitions' 'shareholder Meetings' 'explanatory Statement Disclosure']

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 1 Authorities cited 2 Party arguments 1 Amounts and remedies 1
Sign in to unlock

Procedural Posture

Scheme of Arrangement Application / First Hearing; Orders to Convene Scheme Meeting

Legal Issues

  1. 1 ['Whether the proposed scheme of arrangement satisfies the requirements of s 411(1) Corporations Act 2001 (Cth)' 'Whether the explanatory statement provides adequate disclosure to shareholders' 'Whether procedural requirements for convening a scheme meeting have been met' 'Whether the break fee and exclusivity provisions are reasonable']

Ratio Decidendi

The Court determined that the proposed scheme satisfies the requirements of s 411(1) Corporations Act 2001 (Cth); all shareholders are part of the same class and receive equivalent consideration; ASIC has had adequate opportunity to consider and does not object; the explanatory statement provides proper disclosure; the break fee and exclusivity provisions are reasonable; and procedural requirements have been met. Consequently, orders were made to convene the scheme meeting and approve the scheme booklet for distribution.

Court Disposition

Orders made; scheme meeting to be convened; explanatory statement approved; proceedings stood over for further hearing.

Orders

  • ['Avocet Resources Limited to convene a scheme meeting for shareholders to consider the scheme of arrangement.' 'Scheme meeting to be held on 27 May 2013 at Perth.' 'Scheme booklet approved for distribution to Avocet shareholders.' 'Proxy forms and scheme documents to be dispatched by 26 April 2013.' 'Voting at...