Tawana Resources NL, in the matter of Tawana Resources NL (No 2) [2018] FCA 1724

Procedural Posture

Corporations Scheme of Arrangement Supplementary Disclosure / Application for Orders Approving Despatch of a Supplementary Scheme Booklet and Reconvening of a Scheme Meeting

Legal Issues

1. 1 ['Whether the Court should approve despatch of a supplementary scheme booklet to Tawana shareholders.' 'Whether the Court should vary or vacate earlier orders and reconvene the scheme meeting on a different date and at a different venue.' 'Whether the proposed supplementary disclosure was adequate and not misleading or deceptive in any material sense.' 'Whether existing proxy forms could be treated as valid for the reconvened scheme meeting.']

Ratio Decidendi

The Court made the orders sought because the supplementary scheme booklet adequately disclosed the relevant events since the earlier orders, including the ASX listing condition, funding arrangements, updated financial information, replacement expert materials and the ability of shareholders to change proxies; ASIC had been consulted and did not intend to intervene or oppose; the scheme still had utility and no modification to its terms was proposed; the proposed notice period was sufficient; and there was no apparent reason why the scheme should not proceed for shareholders' consideration.

Court Disposition

Application granted; orders made approving supplementary disclosure, reconvening the scheme meeting and adjourning the proceeding for a scheme approval hearing.

Orders

• ['Orders 12 and 13 of the orders made on 17 August 2018 were vacated and those orders supplemented, varied or otherwise vacated in accordance with the new orders.' 'Pursuant to s 411(1) and s 1319 of the Corporations Act 2001 (Cth), the Supplementary Scheme Booklet and related documents were approved for despatch to...