Marengo Mining Ltd, in the matter of Marengo Mining Ltd (No 2) [2012] FCA 1498

Marengo Mining Ltd, in the matter of Marengo Mining Ltd (No 2) [2012] FCA 1498

The scheme of arrangement is approved as all statutory requirements and procedural obligations regarding notice, shareholder meetings, voting, and ASIC involvement have been satisfied. The scheme is fair and reasonable, the required majorities were achieved, and minor procedural irregularities (including late mailing due to natural disaster) do not vitiate compliance. An amendment to the scheme to specify the date for lodgement with ASIC ensures all conditions precedent are satisfied.

Parties
Plaintiff: Marengo Mining Ltd
Jurisdiction
Australia
Judgment Date
18 December 2012
Procedural Posture
Corporations Application Scheme of Arrangement / Second Hearing Application for Scheme Approval
Outcome
Scheme approved with amendment; other relief granted; liberty to apply granted
Legal Topics
Scheme of Arrangement, Notice to Shareholders, Shareholder Meetings, Service of Documents, Court Approval of Scheme, Exemption From Regulatory Requirements
Corporations Law Scheme of Arrangement Notice to Shareholders Shareholder Meetings Service of Documents Court Approval of Scheme Exemption From Regulatory Requirements

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Parties

Marengo Mining Ltd

Plaintiff

Procedural Posture

Corporations Application Scheme of Arrangement / Second Hearing Application for Scheme Approval

Legal Issues

  1. 1 Whether procedural requirements for scheme of arrangement under s 411(4)(a) of the Corporations Act 2001 (Cth) were met
  2. 2 Whether notice to shareholders and beneficial owners complied with relevant Australian and Canadian legal requirements
  3. 3 Whether the scheme is fair and reasonable

Ratio Decidendi

The scheme of arrangement is approved as all statutory requirements and procedural obligations regarding notice, shareholder meetings, voting, and ASIC involvement have been satisfied. The scheme is fair and reasonable, the required majorities were achieved, and minor procedural irregularities (including late mailing due to natural disaster) do not vitiate compliance. An amendment to the scheme to specify the date for lodgement with ASIC ensures all conditions precedent are satisfied.

Court Disposition

Scheme approved with amendment; other relief granted; liberty to apply granted

Orders

  • Order 8 of previous orders varied to include provision for electronic notification under s 249J(3A)
  • Scheme of arrangement approved pursuant to s 411(4)(b) with alteration to clause 7.2 regarding ASIC lodgement date