Talison Lithium Ltd, in the matter of Talison Lithium Ltd [2013] FCA 194

Talison Lithium Ltd, in the matter of Talison Lithium Ltd [2013] FCA 194

Court is satisfied that the proposed Share Scheme and Option Scheme are proper arrangements for consideration by shareholders and optionholders, that statutory requirements for convening meetings and explanatory statement approval are met, and orders for convening meetings are appropriate under s 411(1), with all requisite procedural and disclosure requirements satisfied.

Parties
Plaintiff: Talison Lithium Limited; Bidder: Windfield Holdings Pty Ltd
Jurisdiction
Australia
Judgment Date
08 March 2013
Procedural Posture
Corporations Scheme of Arrangement / Approval for Holding Scheme Meetings (first Stage of S411 Proceedings)
Outcome
Orders made for convening meetings to consider Share Scheme and Option Scheme, approving explanatory statement for distribution, setting procedural directions, and adjourning to a second hearing for approval.
Legal Topics
Schemes of Arrangement, Company Acquisitions, Member Meetings, Financial Assistance, Related Party Transactions, Deal Protection Clauses
Corporations Law Schemes of Arrangement Company Acquisitions Member Meetings Financial Assistance Related Party Transactions Deal Protection Clauses

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Parties

Talison Lithium Limited

Plaintiff

Windfield Holdings Pty Ltd

Bidder

Procedural Posture

Corporations Scheme of Arrangement / Approval for Holding Scheme Meetings (first Stage of S411 Proceedings)

Legal Issues

  1. 1 Whether the proposed schemes of arrangement are proper for consideration by shareholders and optionholders under s 411(1) of the Corporations Act 2001 (Cth)
  2. 2 Whether explanatory statement provides adequate disclosure and prescribed information under s 412 and Corporations Regulations
  3. 3 Whether deal protection clauses and break fee terms comply with legal standards

Ratio Decidendi

Court is satisfied that the proposed Share Scheme and Option Scheme are proper arrangements for consideration by shareholders and optionholders, that statutory requirements for convening meetings and explanatory statement approval are met, and orders for convening meetings are appropriate under s 411(1), with all requisite procedural and disclosure requirements satisfied.

Court Disposition

Orders made for convening meetings to consider Share Scheme and Option Scheme, approving explanatory statement for distribution, setting procedural directions, and adjourning to a second hearing for approval.

Orders

  • Talison is to convene Share Scheme Meeting and Option Scheme Meeting for shareholders and optionholders respectively.
  • Scheme Meetings to be held 27 February 2013 at Duxton Hotel, Perth.