Re Auzex Resources Ltd

In the matter of Auzex Resources Limited, the applicant, the Supreme Court of Queensland was tasked with determining whether to convene a meeting of shareholders to consider a scheme of arrangement. The scheme involved the proposed merger of Auzex Resources with Bullabulling Gold Limited (BBG), an Australian holding company in which GGG Resources Plc held a 50% interest. The primary legal issue before the Court was whether the scheme was of such a nature and terms that, if approved by the requisite majority of shareholders, the Court would likely approve it upon a petition that was unopposed. The Court also had to consider whether proper disclosure had been made to the shareholders and whether other procedural requirements had been met.

The Court found that the applicant had properly disclosed the scheme to the shareholders and that the scheme was bona fide and properly proposed. The Court further noted that the Australian Securities and Investments Commission had had a reasonable opportunity to examine the proposed scheme and the explanatory statement and had not sought to appear at the first hearing. The Court was also satisfied that the scheme was of such a nature and terms that, if approved by the requisite majority of shareholders, the Court would likely approve it upon a petition that was unopposed. The Court made orders convening the scheme meeting and provided for the meeting to be adjourned if necessary. The form of order accorded with existing practice and the Court provided reasons for its decision in a separate judgment.