Dominion Mining Limited, in the matter of Dominion Mining Limited [2011] FCA 317

Dominion Mining Limited, in the matter of Dominion Mining Limited [2011] FCA 317

The Court approved both schemes because the meetings had approved them by the requisite majorities, the conditions precedent other than Court approval had been satisfied, the identified irregularities did not affect the propriety of approval, ASIC had indicated in writing that it did not object, no shareholder or option holder appeared to oppose the orders, and the schemes were fair and reasonable.

Jurisdiction
Australia
Judgment Date
04 February 2011
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) for Approval of Schemes of Arrangement / Second Court Hearing After Member and Option Holder Meetings Approved the Schemes
Outcome
Schemes of arrangement approved and exemptions from compliance with s 411(11) granted.
Legal Topics
['schemes of Arrangement' 'court Approval Under S 411' 'shareholder and Option Holder Meetings' 'takeovers']
['corporations Law'] ['schemes of Arrangement' 'court Approval Under S 411' 'shareholder and Option Holder Meetings' 'takeovers']

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Procedural Posture

Application Under S 411 of the Corporations Act 2001 (cth) for Approval of Schemes of Arrangement / Second Court Hearing After Member and Option Holder Meetings Approved the Schemes

Legal Issues

  1. 1 ['Whether the schemes of arrangement between Dominion Mining Limited and its shareholders and option holders should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether procedural irregularities in dispatching scheme documentation, proxy forms and Scheme Booklets should prevent approval of the schemes.' 'Whether the requirement in s 411(17) of the Corporations Act 2001 (Cth) was satisfied.']

Ratio Decidendi

The Court approved both schemes because the meetings had approved them by the requisite majorities, the conditions precedent other than Court approval had been satisfied, the identified irregularities did not affect the propriety of approval, ASIC had indicated in writing that it did not object, no shareholder or option holder appeared to oppose the orders, and the schemes were fair and reasonable.

Court Disposition

Schemes of arrangement approved and exemptions from compliance with s 411(11) granted.

Orders

  • ['Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth), the scheme of arrangement between Dominion Mining Limited (ACN 000 660 864) and the holders of full paid ordinary shares of Dominion be approved.' 'Pursuant to s 411(12) of the Corporations Act 2001 (Cth), Dominion be exempted from compliance with s...