Equigold NL, In the matter of Equigold NL [2008] FCA 825

Equigold NL, In the matter of Equigold NL [2008] FCA 825

The requirements of s 411(1) of the Corporations Act 2001 (Cth), including proper disclosure and fairness of the scheme, have been met. The break fee arrangement is reasonable, and the arrangement should not inhibit the court’s discretion to convene the meeting. The court therefore orders the meeting to be convened for consideration of the scheme of arrangement.

Jurisdiction
Australia
Judgment Date
23 April 2008
Procedural Posture
Scheme of Arrangement Application / Application for Orders Convening Scheme Meeting
Outcome
Orders made to convene meeting of Equigold shareholders to consider scheme of arrangement.
Legal Topics
['scheme of Arrangement' 'mergers and Acquisitions' 'break Fee' 'exclusivity Agreement' 'shareholder Meeting']
['corporations Law'] ['scheme of Arrangement' 'mergers and Acquisitions' 'break Fee' 'exclusivity Agreement' 'shareholder Meeting']

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Procedural Posture

Scheme of Arrangement Application / Application for Orders Convening Scheme Meeting

Legal Issues

  1. 1 ['Whether the requirements of s 411(1) of the Corporations Act 2001 (Cth) for convening a meeting for a scheme of arrangement are satisfied' 'Whether the explanatory memorandum contains adequate disclosure' "Whether the break fee arrangement inhibits the court's discretion"]

Ratio Decidendi

The requirements of s 411(1) of the Corporations Act 2001 (Cth), including proper disclosure and fairness of the scheme, have been met. The break fee arrangement is reasonable, and the arrangement should not inhibit the court’s discretion to convene the meeting. The court therefore orders the meeting to be convened for consideration of the scheme of arrangement.

Court Disposition

Orders made to convene meeting of Equigold shareholders to consider scheme of arrangement.

Orders

  • ['Equigold NL to convene a scheme meeting of holders of ordinary shares (other than excluded shares), to consider the proposed scheme of arrangement.' 'Scheme meeting to be held at 11.00am (Australian Western Standard Time) on 30 May 2008 at Duxton Hotel, Perth, Western Australia.' 'Nicola Enrico Antonio Giorgetta...