Bolnisi Gold NL, in the matter of Bolnisi Gold NL [2007] FCA 1668

Bolnisi Gold NL, in the matter of Bolnisi Gold NL [2007] FCA 1668

The requirements of ss 411 and 412 of the Corporations Act 2001 (Cth) for convening a meeting of shareholders to consider a scheme of arrangement are satisfied, including disclosure, independent expert support, and ASIC notice, and none of the identified features of the scheme (condition subsequent, break fee, exclusivity, warranty) preclude such an order. The presence of a later, certain, self-executing condition subsequent does not prevent the court from making orders convening a meeting. The evidence supports that the Scheme Booklet is sufficient and other procedural requirements are met.

Parties
Plaintiff: Bolnisi Gold NL; Other Party: Coeur d'Alene Mines Corporation
Jurisdiction
Australia
Judgment Date
02 November 2007
Procedural Posture
Scheme of Arrangement Application / First Court Hearing (order for Scheme Meeting)
Outcome
Order for meeting to be convened granted
Legal Topics
Scheme of Arrangement, Cash and Scrip Consideration, Condition Subsequent, No Shop Provision, Break Fee Provision, Foreign Investment Review Board, Deemed Warranty, Exclusivity in Merger Agreements
Corporations Law Scheme of Arrangement Cash and Scrip Consideration Condition Subsequent No Shop Provision Break Fee Provision Foreign Investment Review Board Deemed Warranty +1 more

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Parties

Bolnisi Gold NL

Plaintiff

Coeur d'Alene Mines Corporation

Other Party

Procedural Posture

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

Legal Issues

  1. 1 Whether orders should be made for convening a meeting of Bolnisi Gold NL members to consider a scheme of arrangement
  2. 2 Whether the explanatory statement (Scheme Booklet) should be approved
  3. 3 Whether the condition subsequent of a Canadian law plan of arrangement affects the ability to order the scheme meeting

Ratio Decidendi

The requirements of ss 411 and 412 of the Corporations Act 2001 (Cth) for convening a meeting of shareholders to consider a scheme of arrangement are satisfied, including disclosure, independent expert support, and ASIC notice, and none of the identified features of the scheme (condition subsequent, break fee, exclusivity, warranty) preclude such an order. The presence of a later, certain, self-executing condition subsequent does not prevent the court from making orders convening a meeting. The evidence supports that the Scheme Booklet is sufficient and other procedural requirements are met.

Court Disposition

Order for meeting to be convened granted

Orders

  • Plaintiff to convene a meeting of its members to consider and, if thought fit, approve the scheme of arrangement between Bolnisi Gold NL and its shareholders
  • Scheme Booklet approved for distribution