Metals Exploration Limited ACN 005 483 009, in the matter of Metals Exploration Limited ACN 005 483 009 [2007] FCA 84

Metals Exploration Limited ACN 005 483 009, in the matter of Metals Exploration Limited ACN 005 483 009 [2007] FCA 84

The scheme of arrangement was approved subject to deletion of the 'no encumbrances' clause, as its inclusion might cause concern to holders of security interests in shares; the one-day procedural irregularity in notice did not cause substantial injustice and did not invalidate the meeting under s 1322(2) of the...

Source-derived case information.

Parties
Plaintiff: Metals Exploration Limited ACN 005 483 009
Jurisdiction
Australia
Judgment Date
08 February 2007
Procedural Posture
Application for Scheme of Arrangement / Approval Order and Reasons
Outcome
scheme approved with modification
Legal Topics
Scheme of Arrangement, Procedural Irregularity, Notice Requirements, Share Transfer
Corporations Law Scheme of Arrangement Procedural Irregularity Notice Requirements Share Transfer

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Parties

Metals Exploration Limited ACN 005 483 009

Plaintiff

Procedural Posture

Application for Scheme of Arrangement / Approval Order and Reasons

Legal Issues

  1. 1 Whether the scheme of arrangement should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth)
  2. 2 Whether the 'no encumbrances' clause should be deleted from the scheme of arrangement
  3. 3 Whether the procedural irregularity in the notice period invalidates the meeting

Ratio Decidendi

The scheme of arrangement was approved subject to deletion of the 'no encumbrances' clause, as its inclusion might cause concern to holders of security interests in shares; the one-day procedural irregularity in notice did not cause substantial injustice and did not invalidate the meeting under s 1322(2) of the Corporations Act.

Court Disposition

scheme approved with modification

Orders

  • Approval granted for the scheme of arrangement subject to deletion of cl 7.3(a) and renumbering of cl 7.3(b) as cl 7.3(a)
  • Plaintiff exempted from compliance with s 411(11) of the Corporations Act 2001 (Cth)