In the matter of Allied Gold Limited (No 2)

Allied Gold Limited (No 2) involved a dispute regarding the approval of two schemes of arrangement proposed by the applicant company. The primary legal issue before the court was whether the court should approve the schemes, considering that orders made to convene meetings of the company's members and optionholders were not complied with in all respects. The court was also required to determine if any irregularities had caused substantial injustice, thereby impacting the fairness of the schemes.

The court examined the compliance with procedural requirements and the potential for substantial injustice. The applicant company had not fully complied with the orders to convene meetings, which was a procedural irregularity. However, the court considered whether this irregularity had led to substantial injustice. In its reasoning, the court noted that while procedural compliance is important, the primary focus should be on the fairness and justice of the scheme to the stakeholders. The court found that the irregularities did not result in substantial injustice and that the overall fairness of the schemes was not compromised. Therefore, the court exercised its discretion to approve the schemes, subject to certain conditions and modifications.

The final orders approved the schemes of arrangement between the applicant company and its shareholders and optionholders, subject to specific conditions. The implementation of the schemes was made conditional upon certain matters outlined in the Implementation Agreement. Additionally, a specific phrase in the option scheme was amended to ensure clarity and proper implementation. The applicant company was also exempted from certain compliance requirements under the Corporations Act 2001 in relation to the approved schemes.