Re North Flinders Mines Ltd No. SCGRG 96/211 Judgment No. 5520 Number of Pages 5 Corporations (1996) 66 Sasr 437

In the Supreme Court of South Australia, North Flinders Mines Limited sought to revoke or adjourn a shareholder meeting ordered by the Court to consider a proposed scheme of arrangement involving a merger with three other companies. The scheme's success depended on approval by the shareholders of PosGold Limited, one of the merging companies, which did not approve the scheme. North Flinders argued that proceeding with the meeting was futile without PosGold's approval.

The legal issues before the Court were whether the Court could revoke or adjourn a meeting it had ordered and whether doing so would deprive shareholders of their right to vote. The Court considered precedents such as Smith v Paringa Mines Limited and Re Park Lane Jewellers Pty Ltd, which suggested that once notice of a Court-ordered meeting has been given, the Court should be reluctant to revoke it.

The Court found that revoking the meeting order was not appropriate, as it would deprive shareholders of their right to vote on the scheme. While the situation was uncertain, the Court believed it was not for it to decide how shareholders should respond to that uncertainty. The shareholders should be allowed to meet and decide whether to adjourn the meeting or vote on the scheme. The Court also noted that adjourning the meeting might result in unnecessary costs and inconvenience but ultimately decided that the shareholders should have the opportunity to meet and decide for themselves. The Court dismissed both applications to revoke the order and to adjourn the meeting, emphasizing that the decision to adjourn should be left to the shareholders. The Court also directed that its reasons be made available to shareholders at the meeting.