Flinders Mines Limited (ACN 091 118 044), in the matter of Flinders Mines Limited (ACN 091 118 044)

[2012] FCA 95

FEDERAL COURT OF AUSTRALIA

Flinders Mines Limited (ACN 091 118 044), in the matter of Flinders Mines Limited (ACN 091 118 044) [2012] FCA 95

Citation:		Flinders Mines Limited (ACN 091 118 044), in the matter of Flinders Mines Limited (ACN 091 118 044) [2012] FCA 95
Parties:		IN THE MATTER OF FLINDERS MINES LIMITED (ACN 091 118 044);  FLINDERS MINES LIMITED (ACN 091 118 044)
File number:		SAD 1 of 2012
Judge:		FINN J
Date of judgment:		15 February 2012
Date of hearing:	15 February 2012
Place:	Sydney
Division:	GENERAL DIVISION
Category:	No Catchwords
Number of paragraphs:	4
Counsel for the Plaintiff:	Mr I Jackman SC
Solicitor for the Plaintiff:	DMAW Lawyers

IN THE FEDERAL COURT OF AUSTRALIA
SOUTH AUSTRALIA DISTRICT REGISTRY
GENERAL DIVISION	SAD 1 of 201

IN THE MATTER OF FLINDERS MINES LIMITED (ACN 091 118 044)

FLINDERS MINES LIMITED (ACN 091 118 044)
Plaintiff

JUDGE:	FINN J
DATE OF ORDER:	15 FEBRUARY 2012
WHERE MADE:	SYDNEY

THE COURT ORDERS THAT:

1.Pursuant to subsection 411(1) of the Corporations Act 2001 (Cth) (“Corporations Act”):

1.1    Flinders Mines Limited (ACN 091 118 044) (“Flinders”) convene a meeting (“Scheme Meeting”) of the holders of ordinary shares in Flinders, other than the holders of Excluded Shares in respect of those Excluded Shares (“Flinders Shareholders”), for the purpose of considering and, if thought fit, agreeing (with or without modification) to a scheme of arrangement proposed to be made between Flinders and Flinders Shareholders (“Scheme”), being the scheme substantially in the form of the draft contained at Annexure 2 to the scheme booklet containing the explanatory statement in relation to the Scheme, being Exhibit 1 in these proceedings (“Scheme Booklet”). 

1.2    The Scheme Meeting be held at 10.00 am (Adelaide time) on 30 March 2012 at Enterprise House, 136 Greenhill Road, Unley, South Australia.

1.3     The Chairperson of the Scheme Meeting be Robert Kennedy and in his absence Ewan Vickery.

1.4     The Chairperson appointed to the Scheme Meeting has the power to adjourn the Scheme Meeting in his absolute discretion.

1.5     All voting at the Scheme Meeting be by poll as declared by the Chairperson.

1.6    At the Scheme Meeting, a person will be entitled to one vote for each Flinders share that the person is registered as holding at 7 pm (Sydney time) on 28 March 2012.

1.7    The explanatory statement in the Scheme Booklet for the Scheme be approved for distribution to Flinders Shareholders.

1.8     There be dispatched to each Flinders Shareholder:

1.8.1a document substantially in the form of the Scheme Booklet;

1.8.2a proxy form for the Scheme Meeting;  and

1.8.3a reply paid (for use in Australia only) envelope addressed to Computershare Investor Services Pty Limited for the return of the proxy form,

in the case of each Flinders Shareholder who has a registered address in Australia, by prepaid post and, in the case of each Flinders Shareholder who has a registered address outside Australia, by prepaid airmail or air courier, in each case addressed to the relevant address set out in the Flinders register of members.

1.9    The time by which the Flinders Shareholders must return their proxy forms for the Scheme Meeting be 10.00 am (Adelaide time) on 28 March 2012. 

1.10  Flinders place an advertisement in The Australian newspaper, substantially in the form of “Annexure A” to these orders, on or before 28 March 2012 and Flinders shall otherwise be exempted from compliance with the requirement to publish such notice at least 5 days before the date fixed for hearing of the application pursuant to rule .4(3)(b) of the Federal Court (Corporations) Rules 2000 (Cth).

2.Pursuant to s 1319 of the Corporations Act, Flinders be exempted from compliance with the requirements of rule 2.15 of the Federal Court (Corporations) Rules 2000 save that regulation 5.6.13 of the Corporations Regulations 2001 shall apply to the Flinders Scheme Meeting. 

3.The proceedings be stood over to 3 April 2012 at 2.15 pm (Adelaide time) before Justice Finn for the hearing of any application to approve the Scheme.

4.These orders to be entered forthwith.

In these orders, an Excluded Share is a fully paid ordinary share in Flinders held by Magnitogorsk Iron and Steel Works (OJSC) (“MMK”) or by any person on behalf of, or for the benefit of MMK as at the record date for the Scheme.

Annexure A

FLINDERS MINES LIMITED (ABN 46 091 118 044)

Notice of hearing to approve compromise or arrangement

TO all the creditors and members of Flinders Mines Limited (ABN 46 091 118 044) (“Flinders”).

TAKE NOTICE that at 2.15 pm on 3 April 2012, the Federal Court of Australia at Level 5, Roma Mitchell Commonwealth Law Courts Building, 3 Angas Street, Adelaide SA 5000 will hear an application by Flinders seeking the approval of an arrangement between Flinders and its members, if agreed to by resolution to be considered by the members of Flinders at a meeting of such members to be held at 10.00 am (Adelaide time) on 30 March 2012 at Enterprise House, 136 Greenhill Road, Unley, South Australia.

If you wish to oppose the approval of the arrangement, you must file and serve on Flinders a notice of appearance, in the prescribed form, together with any affidavit on which you wish to rely at the hearing.  The notice of appearance and affidavit must be served on Flinders at its address for service at least 1 day before the date fixed for the hearing of the application.

The address for service on Flinders is, c/- DMAW Lawyers, Level 3, 80 King William Street, Adelaide SA 5000 (Reference:  Peter Kupniewski).

David Godfrey

Company Secretary
Flinders Mines Limited

Note:Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011. 

IN THE FEDERAL COURT OF AUSTRALIA
SOUTH AUSTRALIA DISTRICT REGISTRY
GENERAL DIVISION	SAD 1 of 201

IN THE MATTER OF FLINDERS MINES LIMITED (ACN 091 118 044)

FLINDERS MINES LIMITED (ACN 091 118 044)
Plaintiff

JUDGE:	FINN J
DATE:	15 FEBRUARY 2012
PLACE:	SYDNEY

REASONS FOR JUDGMENT

1. On 25 November 2011 Flinders Mines Limited entered into a Scheme Implementation Agreement with Magnitogorsk Iron and Steel Works Joint Stock Company ((“MMK”) under which it was proposed that MMK would acquire all of the shares in Flinders other than those already held by it or on its behalf. The consideration payable to Flinders shareholders under the Scheme is 30 cents per share which, on the Expert’s Report prepared for the purpose of informing shareholders, was at a premium compared to the expert’s assessed value of a Flinders share and to current market quotations. The Scheme has been unanimously endorsed by the Directors. A Scheme Booklet has been prepared for distribution to shareholders in anticipation of a meeting being convened under s 411 of the Corporations Act 2001 (Cth) at which the shareholders will consider and approve or reject the proposal.

2. This is not a matter in which I need elaborate in any great detail.  The proposals for the share acquisition are straightforward.  The documentation has no unusual features and the matters highlighted in the Scheme Booklet are ones which fairly draw to the attention of the shareholders the salient features of the Scheme itself.  The advantages and disadvantages of the Scheme are canvassed both in the booklet and in the Expert’s Report.  The Australian Securities and Investment Commission has provided a letter confirming it has had the opportunity to review the Scheme and it indicated that it did not propose to appear to make submissions or to oppose the Scheme at the hearing before me.

3. I am satisfied from the documentation and particularly from the Scheme Booklet which is to be supplied to the shareholders that the members will have available to them all the main facts relevant to the exercise of their judgment.  I equally am satisfied that there is no apparent reason why the Scheme itself would not be likely to receive the court’s approval if the necessary majority of members’ votes is secured. 

4. Accordingly I have made orders in terms of the draft minutes of orders provided to me by the plaintiff. 

I certify that the preceding four (4) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Finn.

Associate:

Dated:       3 April 2012