Climax Mining Ltd, in the matter of Climax Mining Ltd (No 2) [2006] FCA 1444

Climax Mining Ltd, in the matter of Climax Mining Ltd (No 2) [2006] FCA 1444

Both the Share Scheme and the Listed Option Scheme were approved by the requisite majorities at meetings duly convened and held in accordance with previous court orders, all statutory requirements have been satisfied, an error in the independent expert's report was properly corrected and disclosed, ASIC raised no objection, and there was no reason why the acquisition should not proceed. Therefore, approval of both schemes is granted, and the company is granted exemption from compliance with s 411(11) of the Act.

Jurisdiction
Australia
Judgment Date
07 November 2006
Procedural Posture
Scheme of Arrangement Approval / Second Court Hearing
Outcome
Schemes of Arrangement approved; exemption granted
Legal Topics
['scheme of Arrangement' 'mergers and Acquisitions' 'shareholder Meetings' 'optionholder Meetings' 'court Approval of Schemes']
['corporations Law'] ['scheme of Arrangement' 'mergers and Acquisitions' 'shareholder Meetings' 'optionholder Meetings' 'court Approval of Schemes']

Case Brief

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Procedural Posture

Scheme of Arrangement Approval / Second Court Hearing

Legal Issues

  1. 1 ['Whether the Scheme of Arrangement between Climax Mining Ltd and its shareholders should be approved under ss 411(4) and (6) of the Corporations Act 2001' 'Whether the Scheme of Arrangement between Climax Mining Ltd and its listed option holders should be approved under ss 411(4) and (6) of the Corporations Act 2001' 'Whether exemption from compliance with s 411(11) of the Act should be granted']

Ratio Decidendi

Both the Share Scheme and the Listed Option Scheme were approved by the requisite majorities at meetings duly convened and held in accordance with previous court orders, all statutory requirements have been satisfied, an error in the independent expert's report was properly corrected and disclosed, ASIC raised no objection, and there was no reason why the acquisition should not proceed. Therefore, approval of both schemes is granted, and the company is granted exemption from compliance with s 411(11) of the Act.

Court Disposition

Schemes of Arrangement approved; exemption granted

Orders

  • ['Pursuant to ss 411(4) and (6) of the Corporations Act 2001, the Scheme of Arrangement between Climax Mining Ltd and its shareholders is approved.' 'Pursuant to ss 411(4) and (6) of the Corporations Act 2001, the Scheme of Arrangement between Climax Mining Ltd and its listed option holders is approved.' 'The...