Barrick (Lawlers) Pty Ltd v Barrick Mining Company (Australia) Pty Ltd, in the matter of Barrick (Lawlers) Pty Ltd

The case before the Court was an application by Barrick (Lawlers) Pty Ltd, Barrick (Plutonic) Pty Ltd, Barrick Mining Services Pty Ltd, and Barrick Darlot Pty Ltd, collectively referred to as the plaintiffs, for orders under section 411 of the Corporations Act 2001 (Cth) to convene meetings to consider and potentially approve schemes of arrangement between the plaintiffs and their respective shareholders. The defendant, Barrick Mining Company (Australia) Pty Ltd, which holds all shares in the plaintiffs, did not oppose the application. The legal issues before the Court were whether the plaintiffs had provided sufficient information and complied with the statutory requirements to convene the meetings and whether the explanatory statements accompanying the schemes were adequate. The Court was also required to determine if the explanatory statements needed any corrections or amendments by the Australian Securities and Investments Commission (ASIC) before the meetings could proceed.

The Court found that the plaintiffs had fulfilled the necessary requirements for convening the meetings. The explanatory statements were comprehensive and contained all the relevant information needed for shareholders to make an informed decision. While there were minor typographical errors and the need to correct the meeting dates, these were deemed rectifiable. The Court approved the explanatory statements subject to the correction of minor errors and any amendments required by ASIC for registration. The Court also ordered that the notices of meeting and explanatory statements could be served electronically or by hand delivery, and the meetings would be held on short notice with specific procedural requirements. The Court appointed Mr Daniel David Kirk or Mr Derek Noel La Ferla as the chairperson for the meetings and granted them the authority to adjourn the meetings if necessary. The Court further stipulated that a single shareholder present or represented could constitute a quorum and that resolutions would be decided by signed records. The case was relisted for a hearing on 5 February 2016 to consider further orders following the meetings.