Dalrymple Resources NL [2003] FCA 1096

Dalrymple Resources NL [2003] FCA 1096

The Court granted the application because it was satisfied that the explanatory statement contained proper disclosure, the procedural requirements of the Corporations Act 2001 (Cth) and relevant regulations had been complied with, ASIC had received appropriate notice and a reasonable opportunity to examine the...

Source-derived case information.

Jurisdiction
Australia
Judgment Date
15 September 2003
Procedural Posture
Application Under S 411(1) of the Corporations Act 2001 (cth) for Leave to Convene a Meeting of Members to Consider a Scheme of Arrangement and for Approval of an Explanatory Statement Under S 412(1)(a) / First Court Hearing for Orders Convening Meeting of Shareholders
Outcome
Application granted; orders made convening a meeting of shareholders and approving the explanatory statement subject to specified amendments and ASIC registration.
Legal Topics
['scheme of Arrangement' 'court Ordered Meeting of Shareholders' 'explanatory Statement' 'part 5.1 Body' 'asic Notice']
['corporations Law'] ['scheme of Arrangement' 'court Ordered Meeting of Shareholders' 'explanatory Statement' 'part 5.1 Body' 'asic Notice']

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Procedural Posture

Application Under S 411(1) of the Corporations Act 2001 (cth) for Leave to Convene a Meeting of Members to Consider a Scheme of Arrangement and for Approval of an Explanatory Statement Under S 412(1)(a) / First Court Hearing for Orders Convening Meeting of Shareholders

Legal Issues

  1. 1 ["Whether leave should be granted under s 411(1) of the Corporations Act 2001 (Cth) to convene a meeting of the applicant's members to consider the proposed scheme of arrangement." 'Whether the proposed explanatory statement should be approved for dispatch under s 412(1)(a) of the Corporations Act 2001 (Cth).' 'Whether the procedural requirements of the Corporations Act 2001 (Cth) and relevant regulations, including notice to ASIC, had been complied with.' 'Whether the proposed scheme was an arrangement fit for consideration by members and a commercial proposition likely to gain Court approval if passed by the necessary majorities.']

Ratio Decidendi

The Court granted the application because it was satisfied that the explanatory statement contained proper disclosure, the procedural requirements of the Corporations Act 2001 (Cth) and relevant regulations had been complied with, ASIC had received appropriate notice and a reasonable opportunity to examine the materials, the proposed scheme was an arrangement involving a Part 5.1 body, no improper purpose was evident, and the scheme was fit for consideration by shareholders as a commercial arrangement reasonable members might approve.

Court Disposition

Application granted; orders made convening a meeting of shareholders and approving the explanatory statement subject to specified amendments and ASIC registration.

Orders

  • ['Pursuant to s 411(1) of the Corporations Act 2001 (Cth), the applicant convene a meeting of holders of ordinary shares at the Celtic Club, 48 Ord Street, West Perth, Western Australia on 20 October 2003 at 10.00 am to consider and, if thought fit, approve with or without modifications the scheme of arrangement...