Signature Gold Ltd, in the matter of Signature Gold Ltd [2017] FCA 1481

Signature Gold Ltd, in the matter of Signature Gold Ltd [2017] FCA 1481

The Court was satisfied the requirements under ss 411 and 412 of the Corporations Act 2001 for convening a meeting were met, including proper disclosure, independent expert opinion, bona fide negotiation, notice to ASIC, and procedural safeguards; therefore, the orders for convening a scheme meeting were made.

Parties
Plaintiff: Signature Gold Ltd
Jurisdiction
Australia
Judgment Date
01 November 2017
Procedural Posture
Application for Scheme of Arrangement / First Court Hearing; Orders to Convene Meeting
Outcome
Application granted; orders made to convene meeting of members for proposed scheme of arrangement.
Legal Topics
Schemes of Arrangement, Corporate Acquisitions, Corporate Insolvency, Share Swaps
Corporations Law Schemes of Arrangement Corporate Acquisitions Corporate Insolvency Share Swaps

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Parties

Signature Gold Ltd

Plaintiff

Procedural Posture

Application for Scheme of Arrangement / First Court Hearing; Orders to Convene Meeting

Legal Issues

  1. 1 Whether the Court should order the convening of a meeting of members to consider a proposed scheme of arrangement under Part 5.1 of the Corporations Act 2001
  2. 2 Whether procedural and substantive requirements for convening a scheme meeting have been met

Ratio Decidendi

The Court was satisfied the requirements under ss 411 and 412 of the Corporations Act 2001 for convening a meeting were met, including proper disclosure, independent expert opinion, bona fide negotiation, notice to ASIC, and procedural safeguards; therefore, the orders for convening a scheme meeting were made.

Court Disposition

Application granted; orders made to convene meeting of members for proposed scheme of arrangement.

Orders

  • Plaintiff to convene a meeting of holders of ordinary shares in Signature Gold Ltd to consider and, if thought fit, agree to the proposed scheme of arrangement.
  • Scheme meeting to be held 24 November 2017 at HLB Mann Judd offices, Sydney, commencing at 11.00 am.