Representation of MAC Copper Limited (Royal Court : Hearing (Civil) : MacRae : Companies) [2025] JRC 255 (9 October 2025)

Representation of MAC Copper Limited (Royal Court : Hearing (Civil) : MacRae : Companies) [2025] JRC 255 (9 October 2025)

The scheme of arrangement was sanctioned because all statutory and procedural requirements were met, the affected class was fairly represented, the majority acted bona fide, the scheme was reasonable for shareholders, and there was no evidence of any 'blot' or defect warranting refusal.

Citation
[2025] JRC 255
Parties
Representor: MAC Copper Limited; Buyer: Harmony Gold (Australia) Pty Limited; Parent Company of Buyer: Harmony Gold Mining Limited
Jurisdiction
Jersey
Judgment Date
09 October 2025
Procedural Posture
Scheme of Arrangement / Final Sanction Hearing
Outcome
scheme sanctioned
Legal Topics
Scheme of Arrangement, Share Acquisition, Minority Protection, Statutory Compliance
Company Law Corporate Finance Scheme of Arrangement Share Acquisition Minority Protection Statutory Compliance

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Parties

MAC Copper Limited

Representor

Harmony Gold (Australia) Pty Limited

Buyer

Harmony Gold Mining Limited

Parent Company of Buyer

Procedural Posture

Scheme of Arrangement / Final Sanction Hearing

Legal Issues

  1. 1 Whether the scheme of arrangement should be sanctioned under Article 125 of the Companies (Jersey) Law
  2. 2 Compliance with statutory requirements
  3. 3 Fair representation and bona fide action by majority

Ratio Decidendi

The scheme of arrangement was sanctioned because all statutory and procedural requirements were met, the affected class was fairly represented, the majority acted bona fide, the scheme was reasonable for shareholders, and there was no evidence of any 'blot' or defect warranting refusal.

Court Disposition

scheme sanctioned

Orders

  • Scheme of arrangement sanctioned under Article 125 of the Companies (Jersey) Law
  • Orders made in terms of the draft provided to the Court