Gloucester Coal Limited ABN 66 008 881 712 [2007] FCA 1017

Gloucester Coal Limited ABN 66 008 881 712 [2007] FCA 1017

The Court ordered the convening of the Scheme Meeting because it was satisfied that the Scheme Booklet fairly represented the effect of the scheme, that the proposed scheme was one that properly informed members could reasonably agree to, and that the scheme was likely to be approved by the Court in the absence of...

Source-derived case information.

Jurisdiction
Australia
Judgment Date
31 May 2007
Procedural Posture
Application Under S 411 of the Corporations Act for Orders Convening a Meeting of Members to Consider a Scheme of Arrangement / First Court Hearing; Orders Made to Convene the Scheme Meeting and Approve Dispatch of the Scheme Booklet
Outcome
Orders made for the plaintiff to convene a Scheme Meeting and related procedural orders; proceeding stood over to 9 July 2007.
Legal Topics
['scheme of Arrangement' 'member Meeting' 'explanatory Statement' 'break Fee' 'takeover Related Acquisition' 'court Approval Process']
['corporations Law'] ['scheme of Arrangement' 'member Meeting' 'explanatory Statement' 'break Fee' 'takeover Related Acquisition' 'court Approval Process']

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Procedural Posture

Application Under S 411 of the Corporations Act for Orders Convening a Meeting of Members to Consider a Scheme of Arrangement / First Court Hearing; Orders Made to Convene the Scheme Meeting and Approve Dispatch of the Scheme Booklet

Legal Issues

  1. 1 ['Whether the Court should order a meeting of Gloucester Coal Limited members to consider the proposed scheme of arrangement under s 411 of the Corporations Act.' 'Whether the Scheme Booklet and explanatory statement fairly represented the effect of the proposed scheme and provided relevant information to members.' 'Whether the proposed scheme was one that properly informed members could reasonably agree to.' 'Whether the timetable and notice arrangements, including notice to overseas members, justified an order otherwise under rule 3.3(2) of the Federal Court Corporations Rules 2000.']

Ratio Decidendi

The Court ordered the convening of the Scheme Meeting because it was satisfied that the Scheme Booklet fairly represented the effect of the scheme, that the proposed scheme was one that properly informed members could reasonably agree to, and that the scheme was likely to be approved by the Court in the absence of opposition if members agreed to it at the meeting.

Court Disposition

Orders made for the plaintiff to convene a Scheme Meeting and related procedural orders; proceeding stood over to 9 July 2007.

Orders

  • ['Pursuant to ss 411(1) of the Corporations Act 1989 (Cth), Gloucester Coal Limited was ordered to convene a meeting of eligible ordinary shareholders to consider and, if thought fit, agree to the proposed scheme of arrangement.' 'The Scheme Meeting was ordered to be held at 9:00am (Sydney time) on 5 July 2007 at...