Blackthorn Resources Limited, in the matter of Blackthorn Resources Limited [2014] FCA 1115

Blackthorn Resources Limited, in the matter of Blackthorn Resources Limited [2014] FCA 1115

The Court was satisfied that the proposed scheme of arrangement is of the type that, if approved by the statutory majority, would be likely to receive court approval. All procedural and substantive requirements have been met, including full and fair disclosure, bona fides of proposal, and ASIC review, justifying orders to convene the shareholder meeting.

Parties
Plaintiff: Blackthorn Resources Limited
Jurisdiction
Australia
Judgment Date
13 October 2014
Procedural Posture
Scheme of Arrangement Application / First Court Hearing (order to Convene Meeting)
Outcome
Orders made as sought for convening scheme meeting and procedural directions.
Legal Topics
Scheme of Arrangement, Shareholder Meeting, Disclosure Obligations, Mergers and Acquisitions
Corporations Law Scheme of Arrangement Shareholder Meeting Disclosure Obligations Mergers and Acquisitions

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Parties

Blackthorn Resources Limited

Plaintiff

Procedural Posture

Scheme of Arrangement Application / First Court Hearing (order to Convene Meeting)

Legal Issues

  1. 1 Whether the scheme of arrangement should proceed to a meeting of shareholders under s 411 of the Corporations Act 2001 (Cth)
  2. 2 Whether disclosure to shareholders is sufficient and fair
  3. 3 Whether procedural and substantive requirements under the Corporations Act and associated rules are met

Ratio Decidendi

The Court was satisfied that the proposed scheme of arrangement is of the type that, if approved by the statutory majority, would be likely to receive court approval. All procedural and substantive requirements have been met, including full and fair disclosure, bona fides of proposal, and ASIC review, justifying orders to convene the shareholder meeting.

Court Disposition

Orders made as sought for convening scheme meeting and procedural directions.

Orders

  • Plaintiff to convene a meeting of Blackthorn shareholders to consider and vote on the scheme of arrangement as outlined in the Scheme Booklet.
  • Meeting to be held on 21 November 2014 at specified location.