Re Ausam Resources Ltd

[2004] FCA 823

FEDERAL COURT OF AUSTRALIA

Ausam Resources Limited  ABN 12 090 935 738 [2004] FCA 823

CORPORATIONS – scheme of arrangement – application for order for convening of shareholders’ meetings – possible benefits and risks – matter for consideration by shareholders – order for shareholders’ meeting made – Board resolutions relating to proposed scheme of arrangement – number of Australian resident directors less than statutory minimum – application for validation of resolutions – contravention outside control of company – validation order made

Corporations Act 2001 (Cth) s 201A, subs 1322(4), subs 1322(6)

Re Continental Pacific Insurance Co [2002] NSWSC 789 cited

AUSAM RESOURCES LIMITED (ABN  12 090 935 738)
W94 OF 2004

FRENCH J
26 MAY 2004
PERTH

IN THE FEDERAL COURT OF AUSTRALIA
WESTERN AUSTRALIA DISTRICT REGISTRY	W94 OF 2004

In the matter of Section 411(1) of the Corporations Act 2001 (Cth)

IN THE MATTER of AUSAM RESOURCES LIMITED
ABN 12 090 935 738

AUSAM RESOURCES LIMITED
ABN 12 090 935 738
Plaintiff

JUDGE:

FRENCH J

DATE OF ORDER:

26 MAY 2004

WHERE MADE:

PERTH

THE COURT ORDERS THAT:

1.Pursuant to s1322(4)(a) of the Corporations Act 2001 (Cth) (Corporations Act), that the resolutions passed by the Plaintiff’s board of directors on:

(a)16 April 2004; and

(b)10 May 2004,

be declared valid subject to the Plaintiff filing by close of business tomorrow an affidavit verifying the relationship of all resolutions passed on 16 April 2004 to the proposed scheme.

2.Pursuant to s 411(1) of the Corporations Act, that a meeting of shareholders of the Plaintiff (Court-ordered meeting) be convened for the purpose of considering, and if thought fit approving (with or without modification), the scheme of arrangement between the Plaintiff and its shareholders referred to in par 4 of the affidavit of Anthony Orum Sheppard, sworn on 10 May 2001 (1^st Sheppard Affidavit).

3.Pursuant to s 411(1) of the Corporations Act, that:

(a)the Draft Scheme Booklet (Scheme Booklet) in Annexure AOS 11 to the affidavit of Anthony Orum Sheppard, sworn on 20 May 2004 (containing the explanatory statement required by s 412(1) of the Corporations Act and to be sent with the notice of meeting and proxy appointment form for the Court-ordered meeting); and

(b)the changes to the Scheme Booklet in Annexure AOS 13 to the affidavit of Anthony Orum Sheppard, sworn on 26 May 2004 (4^th Sheppard Affidavit),

be approved.

4.The Court-ordered meeting take place at Royal Perth Yacht Club, Australia II Drive, Crawley, Western Australia 2009, on 21 June 2004 at 11 am (Perth time).

5.The notice of meeting and the proxy appointment form in Annexure AOS 2 to the 1^st Sheppard Affidavit as changed by Annexure AOS 14 to the 4^th Sheppard Affidavit are approved as the notice of meeting and proxy appointment form for the Court-ordered meeting.

6.Mark Galbreath Avery or failing him Richard Gano Lummis be appointed and act as Chairman of the Court-ordered meeting.

7.The Scheme Booklet and the notice of meeting and proxy appointment form for…