Tawana Resources NL, in the matter of Tawana Resources NL [2018] FCA 1456

Tawana Resources NL, in the matter of Tawana Resources NL [2018] FCA 1456

The requirements for convening a scheme meeting under s 411 were satisfied: Tawana is a Pt 5.1 body, the scheme is an arrangement, the scheme booklet provides proper disclosure, all members are in a single class, ASIC was notified and engaged, and procedural requirements were met. There was no reason to prevent the scheme being considered by shareholders and the orders sought were appropriate.

Parties
Plaintiff: Tawana Resources NL
Jurisdiction
Australia
Judgment Date
17 August 2018
Procedural Posture
Corporations Matter Scheme of Arrangement / First Court Hearing for Orders to Convene Scheme Meeting Under S 411 of the Corporations Act 2001 (cth)
Outcome
Orders granted for convening scheme meeting and approval of scheme booklet; leave granted to apply for final scheme approval after meeting.
Legal Topics
Scheme of Arrangement, Constitution of Single Class of Shareholders, Scheme Booklet Approval, Foreign/ineligible Shareholders, Break Fees, Exclusivity Provisions, Voting Intention Statements, Disclosure Obligations Under Ss 411 412 Corporations Act
Corporations Law Scheme of Arrangement Constitution of Single Class of Shareholders Scheme Booklet Approval Foreign/ineligible Shareholders Break Fees Exclusivity Provisions Voting Intention Statements +1 more

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Parties

Tawana Resources NL

Plaintiff

Procedural Posture

Corporations Matter Scheme of Arrangement / First Court Hearing for Orders to Convene Scheme Meeting Under S 411 of the Corporations Act 2001 (cth)

Legal Issues

  1. 1 Whether requirements for convening a scheme meeting under s 411(1) Corporations Act 2001 (Cth) are satisfied
  2. 2 Whether disclosure in scheme booklet is adequate per s 412 and schedule 8 of the Corporations Regulations
  3. 3 Whether shareholders comprise a single class for scheme purposes

Ratio Decidendi

The requirements for convening a scheme meeting under s 411 were satisfied: Tawana is a Pt 5.1 body, the scheme is an arrangement, the scheme booklet provides proper disclosure, all members are in a single class, ASIC was notified and engaged, and procedural requirements were met. There was no reason to prevent the scheme being considered by shareholders and the orders sought were appropriate.

Court Disposition

Orders granted for convening scheme meeting and approval of scheme booklet; leave granted to apply for final scheme approval after meeting.

Orders

  • Plaintiff to convene a meeting of holders of fully paid ordinary shares as at 24 September 2018 for the purpose of considering the proposed scheme of arrangement.
  • Scheme meeting to be held at specified time and location.