Oz Minerals Limited, in the matter of Oz Minerals Limited [2023] FCA 197

Oz Minerals Limited, in the matter of Oz Minerals Limited [2023] FCA 197

All statutory requirements for making the order under s 411(1) to convene a shareholders' meeting are satisfied. The scheme is fit for consideration, adequate disclosure is provided, funding is robust, and there is no procedural or substantive unfairness justifying refusal at this stage.

Parties
Plaintiff: Oz Minerals Limited; Bidder: BHP Lonsdale Investments Pty Ltd
Jurisdiction
Australia
Judgment Date
02 March 2023
Procedural Posture
Corporations – Scheme of Arrangement Application / First Court Hearing (orders to Convene Meeting of Shareholders)
Outcome
Orders made to convene the meeting of OZ Minerals shareholders to consider the scheme of arrangement.
Legal Topics
Scheme of Arrangement, Section 411 Corporations Act, Acquisition of Shares, Shareholder Meeting Convening, Performance Risk, Class Constitution, Disclosure Requirements, Employee Incentives
Corporations Law Scheme of Arrangement Section 411 Corporations Act Acquisition of Shares Shareholder Meeting Convening Performance Risk Class Constitution Disclosure Requirements +1 more

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Parties

Oz Minerals Limited

Plaintiff

BHP Lonsdale Investments Pty Ltd

Bidder

Procedural Posture

Corporations – Scheme of Arrangement Application / First Court Hearing (orders to Convene Meeting of Shareholders)

Legal Issues

  1. 1 Whether the requirements under s 411(1) Corporations Act 2001 (Cth) for convening a meeting are satisfied
  2. 2 Whether the proposed scheme is fit for consideration by shareholders
  3. 3 Whether scheme shareholders constitute a single class or require sub-classes

Ratio Decidendi

All statutory requirements for making the order under s 411(1) to convene a shareholders' meeting are satisfied. The scheme is fit for consideration, adequate disclosure is provided, funding is robust, and there is no procedural or substantive unfairness justifying refusal at this stage.

Court Disposition

Orders made to convene the meeting of OZ Minerals shareholders to consider the scheme of arrangement.

Orders

  • OZ Minerals to convene and hold a meeting of shareholders on 13 April 2023 to consider and if thought fit approve the scheme of arrangement per s 411(1) and s 1319 of Corporations Act 2001 (Cth)
  • Details prescribed for giving notice, provision of scheme booklet and proxy forms, and publication of advertisements