Tawana Resources NL, in the matter of Tawana Resources NL (No 4) [2019] FCA 75

Tawana Resources NL, in the matter of Tawana Resources NL (No 4) [2019] FCA 75

It was appropriate to apply the slip rule to amend the orders so that the scheme's definition of Business Days referred to days when AMAL shares are capable of being traded on the ASX and to extend the time for compliance with cl 6.8(b) to 5 February 2019, as the inability to sell the shares was due to an unforeseen trading halt and suspension, a circumstance not contemplated by the parties when the scheme was made.

Parties
Plaintiff: Tawana Resources NL
Jurisdiction
Australia
Judgment Date
18 January 2019
Procedural Posture
Corporations Scheme of Arrangement / Application to Amend Scheme Approval Orders (post Approval, Urgent Hearing)
Outcome
Interlocutory application granted in part
Legal Topics
Scheme of Arrangement, Slip Rule, Court Powers to Amend Orders, Time for Compliance With Scheme
Corporations Law Scheme of Arrangement Slip Rule Court Powers to Amend Orders Time for Compliance With Scheme

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Parties

Tawana Resources NL

Plaintiff

Procedural Posture

Corporations Scheme of Arrangement / Application to Amend Scheme Approval Orders (post Approval, Urgent Hearing)

Legal Issues

  1. 1 Whether the Federal Court may amend orders approving a scheme of arrangement after the scheme has become effective
  2. 2 Whether an amendment may be made to extend the time for sale of shares under the scheme
  3. 3 Whether the circumstances justify use of the slip rule

Ratio Decidendi

It was appropriate to apply the slip rule to amend the orders so that the scheme's definition of Business Days referred to days when AMAL shares are capable of being traded on the ASX and to extend the time for compliance with cl 6.8(b) to 5 February 2019, as the inability to sell the shares was due to an unforeseen trading halt and suspension, a circumstance not contemplated by the parties when the scheme was made.

Court Disposition

Interlocutory application granted in part

Orders

  • Order 1 of 3 December 2018 amended to clarify definition of 'Business Days' as days on which AMAL shares are capable of being traded on the ASX.
  • Time for compliance with cl 6.8(b) of the scheme extended to 5 February 2019.