RE INTERNATIONAL GOLDFIELDS LTD [2003] WASC 86

Jurisdiction:	SUPREME COURT OF WESTERN AUSTRALIA	Citation No:	[2003] WASC 86
Case No:	COR:101/2003	Heard:	22 APRIL 2003
Coram:	BARKER J	Delivered:	12/05/03
No of pages:	14	Judgment Part:	1 of 1
Result:	Approval granted
Category:	B
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Parties:	INTERNATIONAL GOLDFIELDS LTD (ABN 89 091 744 437)
Catchwords:	Corporations Act 2001 (Cth) Application under s 411 for approval of court to convene meeting of members to consider a scheme of arrangement "Reverse takeover" proposal Relevance of ch 6 of Act Whether "explanatory statement" should be approved
Legislation:	Corporations Act 2001 (Cth), s 411(1), s 412(1)(a), s 412(1) Corporations Regulations 2001, reg 5.1.01(b)
Case References:	Re ACM Gold Ltd (1992) 34 FCR 530 Re Bond Corporation Holdings Ltd (1991) 5 ACSR 304 Re Foundation Health Care Ltd [2002] FCA 472; 42 ACSR 252 Re NRMA Ltd (No 1) (2000) 156 FLR 349 Re Stockbridge Ltd (1993) 9 ACSR 637 Nil

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA

IN CHAMBERS

CITATION : RE INTERNATIONAL GOLDFIELDS LTD [2003] WASC 86 CORAM : BARKER J HEARD : 22 APRIL 2003 DELIVERED : 12 MAY 2003 FILE NO/S : COR 101 of 2003 MATTER : Section 411(1) of the Corporations Act 2001 (Cth) BETWEEN : INTERNATIONAL GOLDFIELDS LTD (ABN 89 091 744 437)

Applicant

Catchwords:

Corporations Act 2001 (Cth) - Application under s 411 for approval of court to convene meeting of members to consider a scheme of arrangement - "Reverse takeover" proposal - Relevance of ch 6 of Act - Whether "explanatory statement" should be approved

Legislation:

Corporations Act 2001 (Cth), s 411(1), s 412(1)(a), s 412(1)

Corporations Regulations 2001, reg 5.1.01(b)

Result:

Approval granted

(Page 2)

Category: B

Representation:

Counsel:

Applicant : Mr M J Feutrill & Ms D F J Branston

Solicitors:

Applicant : Steinepreis Paganin

Case(s) referred to in judgment(s):

Re ACM Gold Ltd (1992) 34 FCR 530
Re Bond Corporation Holdings Ltd (1991) 5 ACSR 304
Re Foundation Health Care Ltd [2002] FCA 472; 42 ACSR 252
Re NRMA Ltd (No 1) (2000) 156 FLR 349
Re Stockbridge Ltd (1993) 9 ACSR 637

Case(s) also cited:

Nil

(Page 3)

BARKER J

Introduction

1 By Originating Process dated 4 April 2003, the applicant makes application under s 411 of the Corporations Act2001 for this Court's approval:

(1) to convene a meeting of the holders of certain shares in the applicant; and

(2) of the explanatory statement for use by it as the explanatory statement required by s 412(1)(a) of the Act to accompany the notice of the meeting.

The applicant also seeks specific orders to carry such approval into effect.

2 The application is an ex parte application made in a summary way by the applicant pursuant to s 411(1) of the Act.

3 The applicant desires to obtain the approval of the holders of fully paid ordinary shares in the capital of the applicant for the scheme of arrangement proposed between the applicant and its shareholders.

Proposed…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

Continue reading Re International Goldfields Ltd

Details

AGLC: Re International Goldfields Ltd [2003] WASC 86
Case: [2003] WASC 86
Decision Date

CaseChat Overview and Summary

International Goldfields Ltd (International Goldfields) applied to the Supreme Court of Western Australia for approval to convene a meeting of its members to consider a scheme of arrangement that would result in a merger with Hamill Resources Ltd (Hamill Resources). The scheme involved an exchange of shares whereby International Goldfields shareholders would receive six Hamill Resources shares for every seven shares in International Goldfields transferred to Hamill Resources. The application was made under section 411 of the Corporations Act 2001 (Cth), which requires court approval to convene a meeting of members to consider a scheme of arrangement. The court had to consider whether the scheme was properly proposed, whether proper disclosure had been made, and whether the Australian Securities and Investments Commission (ASIC) had a reasonable opportunity to examine the terms of the scheme. The court also needed to consider whether the scheme was proposed to avoid the operation of Chapter 6 of the Corporations Act. The court found that the scheme was properly proposed, that proper disclosure had been made, and that ASIC had a reasonable opportunity to examine the terms of the scheme. The court also found that the scheme was not proposed to avoid the operation of Chapter 6 of the Corporations Act. The court approved the application and ordered a meeting of International Goldfields members to consider the scheme of arrangement.

Orders