Ellendale Resources NL, in the matter of Ellendale Resources NL [2008] FCA 530

Ellendale Resources NL, in the matter of Ellendale Resources NL [2008] FCA 530

The Court made the orders because the statutory requirements under ss 411 and 412 of the Corporations Act 2001 (Cth) were satisfied, ASIC had a reasonable opportunity to examine the proposed schemes and did not appear to oppose them, and the proposed merger appeared at this stage to be fair and reasonable and capable of approval by the relevant shareholders and option holders. The exclusivity provision, competing transaction carve-out, break-fee and Melbourne meeting location did not provide a barrier to the orders sought.

Jurisdiction
Australia
Judgment Date
08 April 2008
Procedural Posture
Application Under S 411(1) of the Corporations Act 2001 (cth) to Convene Meetings for Proposed Schemes of Arrangement / First Hearing / Application to Convene Meetings
Outcome
Orders made granting leave to convene meetings of shareholders and option holders and approving the explanatory statement for the purposes of the proposed schemes of arrangement.
Legal Topics
['schemes of Arrangement' 'convening Meetings of Members and Option Holders' 'explanatory Statement' 'asic Opportunity to Examine Proposed Scheme' 'merger Implementation Agreement']
['corporations Law'] ['schemes of Arrangement' 'convening Meetings of Members and Option Holders' 'explanatory Statement' 'asic Opportunity to Examine Proposed Scheme' 'merger Implementation Agreement']

Case Brief

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Procedural Posture

Application Under S 411(1) of the Corporations Act 2001 (cth) to Convene Meetings for Proposed Schemes of Arrangement / First Hearing / Application to Convene Meetings

Legal Issues

  1. 1 ['Whether orders should be made under s 411(1) of the Corporations Act 2001 (Cth) to convene meetings of members and option holders to consider proposed schemes of arrangement.' 'Whether the statutory requirements under ss 411 and 412 of the Corporations Act 2001 (Cth) were satisfied.' 'Whether, at the preliminary stage, the proposed merger appeared fair and reasonable and was one which shareholders and option holders might approve.' 'Whether ASIC had a reasonable opportunity to examine the proposed schemes.' 'Whether provisions of the merger implementation agreement, including exclusivity and break-fee provisions, were a barrier to making the orders sought.']

Ratio Decidendi

The Court made the orders because the statutory requirements under ss 411 and 412 of the Corporations Act 2001 (Cth) were satisfied, ASIC had a reasonable opportunity to examine the proposed schemes and did not appear to oppose them, and the proposed merger appeared at this stage to be fair and reasonable and capable of approval by the relevant shareholders and option holders. The exclusivity provision, competing transaction carve-out, break-fee and Melbourne meeting location did not provide a barrier to the orders sought.

Court Disposition

Orders made granting leave to convene meetings of shareholders and option holders and approving the explanatory statement for the purposes of the proposed schemes of arrangement.

Orders

  • ['Leave be given to the applicant to convene a Shareholders Meeting of holders of ordinary shares as at 10.30 am (WST) 13 May 2008 to consider and, if thought fit, approve the Proposed Share Scheme, to be held on 15 May 2008 at 10.00 am (EST) at Level 2, 90 William Street, Melbourne, Victoria.' 'Leave be given to...