Signature Gold Ltd, in the matter of Signature Gold Ltd [2018] FCA 688

Signature Gold Ltd, in the matter of Signature Gold Ltd [2018] FCA 688

The Court was satisfied that all legal and procedural requirements for convening the members' scheme meeting had been met under s 411(1) of the Corporations Act 2001 (Cth), including proper disclosure, bona fide proposal, ASIC notice, expert report, and procedural compliance, and accordingly made the orders sought by Signature to convene the scheme meeting.

Parties
Plaintiff: Signature Gold Ltd; Other Party: StratMin Global Resources PLC
Jurisdiction
Australia
Judgment Date
19 April 2018
Procedural Posture
Application for Scheme of Arrangement / First Court Hearing (orders to Convene Scheme Meeting)
Outcome
Application allowed; orders made to convene scheme meeting under s 411(1)
Legal Topics
Scheme of Arrangement, Share Acquisition, Corporate Insolvency
Corporations Law Scheme of Arrangement Share Acquisition Corporate Insolvency

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Parties

Signature Gold Ltd

Plaintiff

StratMin Global Resources PLC

Other Party

Procedural Posture

Application for Scheme of Arrangement / First Court Hearing (orders to Convene Scheme Meeting)

Legal Issues

  1. 1 Whether the Court should order the convening of a scheme meeting under s 411(1) of the Corporations Act 2001 (Cth)
  2. 2 Whether the explanatory statement provided proper disclosure to members
  3. 3 Whether ASIC has had reasonable opportunity to examine the scheme and explanatory statement

Ratio Decidendi

The Court was satisfied that all legal and procedural requirements for convening the members' scheme meeting had been met under s 411(1) of the Corporations Act 2001 (Cth), including proper disclosure, bona fide proposal, ASIC notice, expert report, and procedural compliance, and accordingly made the orders sought by Signature to convene the scheme meeting.

Court Disposition

Application allowed; orders made to convene scheme meeting under s 411(1)

Orders

  • The plaintiff (Signature Gold Ltd) to convene a meeting of holders of ordinary shares to consider and, if thought fit, agree to the proposed scheme of arrangement.
  • Scheme Meeting to be held on 14 May 2018 at Maddocks, Level 27, 123 Pitt Street, Sydney, NSW, at 11.00 am.