Gallery Gold Limited, in the Matter of [2006] FCA 230

Gallery Gold Limited, in the Matter of [2006] FCA 230

The court was satisfied all statutory requirements were fulfilled, the explanatory statement provided adequate information, the overwhelming majority of members voted in favour after being properly informed, and there was no evidence the arrangement was designed to avoid Ch 6. Therefore, approval under s 411(6) should be granted.

Jurisdiction
Australia
Judgment Date
13 March 2006
Procedural Posture
Ex Parte Application for Scheme of Arrangement / Approval of Scheme After Members' Meeting
Outcome
Scheme of arrangement approved; exemption from s 411(11) granted.
Legal Topics
['schemes of Arrangement' 'takeovers']
['corporations Law'] ['schemes of Arrangement' 'takeovers']

Case Brief

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Procedural Posture

Ex Parte Application for Scheme of Arrangement / Approval of Scheme After Members' Meeting

Legal Issues

  1. 1 ['Whether the proposed arrangement between Gallery Gold and its members should be approved under s 411(6) of the Corporations Act 2001 (Cth)' 'Whether proper disclosure was made to members' 'Whether the arrangement was to avoid Ch 6 takeover provisions']

Ratio Decidendi

The court was satisfied all statutory requirements were fulfilled, the explanatory statement provided adequate information, the overwhelming majority of members voted in favour after being properly informed, and there was no evidence the arrangement was designed to avoid Ch 6. Therefore, approval under s 411(6) should be granted.

Court Disposition

Scheme of arrangement approved; exemption from s 411(11) granted.

Orders

  • ['The proposed arrangement between the plaintiff and its members in respect of which a resolution in favour was passed at the meeting of 3 March 2006 is approved.' 'The plaintiff is exempt from compliance with s 411(11) of the Corporations Act 2001 (Cth).']