Re International Goldfields Ltd

Case

[2003] WASC 86


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

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.
Details

Areas of Law

  • Corporate Law & Governance

Legal Concepts

  • Corporate Governance

  • Scheme of Arrangement

  • Mergers & Acquisitions

  • Disclosure Requirements

  • Jurisdiction

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Cases Cited

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Statutory Material Cited

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Re NRMA Ltd [2000] NSWSC 82
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