Kasbah Resources Limited, in the matter of Kasbah Resources Limited [2016] FCA 1311

Kasbah Resources Limited, in the matter of Kasbah Resources Limited [2016] FCA 1311

The Court refused to adjourn the scheme meeting because Lois Lane Investments had not shown material changed circumstances or non-disclosure sufficient to justify urgent interference with the Court-authorised meeting. The tin price material had been put to the independent expert, whose opinion remained unchanged and...

Source-derived case information.

Jurisdiction
Australia
Judgment Date
29 November 2016
Procedural Posture
Corporations; Scheme of Arrangement; Application Under S 1319 of the Corporations Act 2001 (cth) Concerning a Court Ordered Scheme Meeting / Urgent Interlocutory Application Filed 22 November 2016 to Adjourn the Shareholders' Scheme Meeting Scheduled for 23 November 2016
Outcome
Interlocutory application dismissed; injunction or adjournment of the scheme meeting refused; costs reserved.
Legal Topics
['scheme Meeting Directions Under S 1319' 'supplementary Disclosure After Dispatch of Scheme Booklet' 'material Change in Circumstances' 'independent Expert Valuation' 'shareholder Classes' 'balance of Convenience']
['corporations Law' 'schemes of Arrangement' 'interlocutory Injunctions'] ['scheme Meeting Directions Under S 1319' 'supplementary Disclosure After Dispatch of Scheme Booklet' 'material Change in Circumstances' 'independent Expert Valuation' 'shareholder Classes' 'balance of Convenience']

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Procedural Posture

Corporations; Scheme of Arrangement; Application Under S 1319 of the Corporations Act 2001 (cth) Concerning a Court Ordered Scheme Meeting / Urgent Interlocutory Application Filed 22 November 2016 to Adjourn the Shareholders' Scheme Meeting Scheduled for 23 November 2016

Legal Issues

  1. 1 ["Whether the Court should direct that the shareholders' scheme meeting be adjourned because of alleged material non-disclosure in the Scheme Booklet." 'Whether changes in world market tin prices since publication of the Scheme Booklet materially affected the accuracy of the valuation of Kasbah and required supplementary disclosure.' "Whether Lion Selection Group Limited's interests required separate shareholder class treatment or further consideration before the scheme meeting." 'Whether non-disclosure of the identity, information and intentions of the controller of Pala Investments Limited warranted postponement of the scheme meeting.']

Ratio Decidendi

The Court refused to adjourn the scheme meeting because Lois Lane Investments had not shown material changed circumstances or non-disclosure sufficient to justify urgent interference with the Court-authorised meeting. The tin price material had been put to the independent expert, whose opinion remained unchanged and whose original analysis accommodated significant fluctuation; any substantial issue could be raised at the second approval hearing. The shareholder class issue had fallen away because relevant votes would be tagged. The Pala controller allegations were hearsay, Pala's role was clearly disclosed, and there was no satisfactory evidence requiring further disclosure before the...

Court Disposition

Interlocutory application dismissed; injunction or adjournment of the scheme meeting refused; costs reserved.

Orders

  • ['The interlocutory application filed 22 November 2016 be dismissed.' 'Costs be reserved.']