Newcrest Mining Limited, in the matter of Newcrest Mining Limited [2023] FCA 1080

Newcrest Mining Limited, in the matter of Newcrest Mining Limited [2023] FCA 1080

The Court was satisfied that the proposed Scheme of Arrangement was fit for consideration by the members of Newcrest, the required information would be adequately disclosed, statutory prerequisites were met, and no reason existed to refuse to convene a meeting of shareholders under s 411(1) of the Corporations Act 2001 (Cth).

Parties
Plaintiff: Newcrest Mining Limited; Other Interested Party: Newmont Corporation; Other Interested Party: Newmont Overseas Holdings Pty Ltd
Jurisdiction
Australia
Judgment Date
07 September 2023
Procedural Posture
Corporations Scheme of Arrangement / First Court Hearing—orders to Convene Meeting
Outcome
Orders made convening scheme meeting; other procedural orders as set out.
Legal Topics
Scheme of Arrangement, Shares, Takeovers and Mergers, Court Supervised Schemes, Australian Public Companies, Disclosure Requirements
Corporations Law Scheme of Arrangement Shares Takeovers and Mergers Court Supervised Schemes Australian Public Companies Disclosure Requirements

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 5 Authorities cited 15 Party arguments 2 Amounts and remedies 8
Sign in to unlock

Parties

Newcrest Mining Limited

Plaintiff

Newmont Corporation

Other Interested Party

Newmont Overseas Holdings Pty Ltd

Other Interested Party

Procedural Posture

Corporations Scheme of Arrangement / First Court Hearing—orders to Convene Meeting

Legal Issues

  1. 1 Whether a meeting of shareholders should be convened to consider a proposed scheme of arrangement under s 411(1) Corporations Act 2001 (Cth)
  2. 2 Whether the statutory prerequisites and discretionary requirements for convening such a meeting have been met

Ratio Decidendi

The Court was satisfied that the proposed Scheme of Arrangement was fit for consideration by the members of Newcrest, the required information would be adequately disclosed, statutory prerequisites were met, and no reason existed to refuse to convene a meeting of shareholders under s 411(1) of the Corporations Act 2001 (Cth).

Court Disposition

Orders made convening scheme meeting; other procedural orders as set out.

Orders

  • Plaintiff (Newcrest) to convene and hold a meeting of fully paid ordinary shareholders to consider and if thought fit approve the Scheme of Arrangement as set out in the annexure.
  • Scheme meeting to be held 13 October 2023 at 10:30am (Melbourne time) in person and virtually.