Invictus Gold Limited, in the matter of Invictus Gold Limited [2013] FCA 1132

Invictus Gold Limited, in the matter of Invictus Gold Limited [2013] FCA 1132

The Court ordered the convening of the share scheme and option scheme meetings because the proposed schemes were capable of approval under s 411, the draft scheme booklet gave satisfactory disclosure, the independent expert's report supported the schemes as being in the interests of relevant holders, no performance risk or chairperson issue prevented the meetings, the exclusivity provisions were adequately disclosed and appropriately limited, and ASIC had been notified and did not propose to oppose the schemes.

Jurisdiction
Australia
Judgment Date
24 October 2013
Procedural Posture
Corporations Schemes of Arrangement / Application for Orders Under S 411(1) of the Corporations Act 2001 (cth) Convening Scheme Meetings
Outcome
Orders made convening the scheme meetings and making ancillary directions.
Legal Topics
['schemes of Arrangement' 'court Convened Meetings' 'scheme Booklet and Explanatory Statement' 'share Scheme' 'option Scheme']
['corporations Law'] ['schemes of Arrangement' 'court Convened Meetings' 'scheme Booklet and Explanatory Statement' 'share Scheme' 'option Scheme']

Case Brief

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Procedural Posture

Corporations Schemes of Arrangement / Application for Orders Under S 411(1) of the Corporations Act 2001 (cth) Convening Scheme Meetings

Legal Issues

  1. 1 ['Whether the proposed share scheme and proposed option scheme were schemes that may be approved under s 411 of the Corporations Act 2001 (Cth).' 'Whether the draft scheme booklet provided satisfactory disclosure.' 'Whether any performance risk, chairperson issue, exclusivity provision or ASIC position should prevent the proposed schemes from going forward to meetings of shareholders and optionholders.']

Ratio Decidendi

The Court ordered the convening of the share scheme and option scheme meetings because the proposed schemes were capable of approval under s 411, the draft scheme booklet gave satisfactory disclosure, the independent expert's report supported the schemes as being in the interests of relevant holders, no performance risk or chairperson issue prevented the meetings, the exclusivity provisions were adequately disclosed and appropriately limited, and ASIC had been notified and did not propose to oppose the schemes.

Court Disposition

Orders made convening the scheme meetings and making ancillary directions.

Orders

  • ['The plaintiff convene a meeting of holders of fully paid ordinary shares other than Impact in Perth on 10 December 2013 at 11:00am or such other date and time as the Court may approve to consider the proposed Share Scheme.' 'The plaintiff convene a meeting of holders of options to subscribe for shares in the...