Re Rusina Mining NL

Case [2010] FCA 517

FEDERAL COURT OF AUSTRALIA

Rusina Mining NL, in the matter of Rusina Mining [2010] FCA  517

Citation: Rusina Mining NL, in the matter of Rusina Mining NL [2010] FCA 517
Parties: RUSINA MINING NL ACN 009 242 451
File number: WAD 79 of 2010
Judge: BARKER J
Date of judgment: 30 April 2010
Catchwords: CORPORATIONS – application pursuant to s 411 Corporations Act 2001 (Cth) for orders convening meeting of shareholders to approve scheme of arrangement and approving explanatory statement – role of the Court – role of ‘commercial morality’ – disclosure – break fees
Legislation: Corporations Act 2001 (Cth) s 9, s 411(1), s 411(2), s 411(2)(a), s 411(2)(b), s412(1)(a), s 412(6), s 412(8), s 636
Federal Court (Corporations) Rules 2000 (Cth)
Cases cited: Re ACM Gold Ltd and Mt Leyshon Gold Mines Ltd (1992) 34 FCR 530
Re APN News & Media Ltd (2007) 62 ACSR 400; [2007] FCA 770
Re Arthur Yates & Co Ltd (2001) 36 ACSR 758; [2001] NSWSC 40
Re Bolnisi Gold NL (No 2) (2007) 65 ACSR 510; [2007] FCA 2078
Re Brambles Industries Ltd (2006) 59 ACSR 501; [2006] FCA 1273
Re Central Pacific Minerals NL [2002] FCA 239
Re Crown Diamonds NL (2003) 54 ACSR 46; [2005] WASC 93
Re CSR Ltd [2010] FCAFC 34
Re Hawk Insurance Co Ltd [2002] BCC 300
Re International Gold Fields (2003) 21 ACLC 1199
Re Mincom Ltd (No 3) (2007) 64 ACSR 387; [2007] QSC 207
Re National Can Industries Ltd (No 1) (2003) 48 ACSR 409; [2003] ATP 40
Re NRMA Insurance Ltd (No 1) (2000) 156 FLR 349; [2000] NSWSC 82
Re Seven Network Ltd [2010] FCA 220
Re Stockbridge Ltd (1993) 9 ACSR 637
Re Warwick Resources Ltd [2009] FCA 1231
Date of hearing: 30 April 2010
Place: Perth
Division: GENERAL DIVISION
Category: Catchwords
Number of paragraphs: 60
Counsel for the Applicant: Mr MJ Feutrill
Solicitor for the Applicant: Steinepreis Paganin

IN THE FEDERAL COURT OF AUSTRALIA

WESTERN AUSTRALIA DISTRICT REGISTRY

GENERAL DIVISION

WAD 79 of 2010

IN THE MATTER OF RUSINA MINING NL ACN 009 242 451

RUSINA MINING NL ACN 009 242 451
Applicant

JUDGE:

BARKER J

DATE OF ORDER:

30 APRIL 2010

WHERE MADE:

PERTH

THE COURT ORDERS THAT:

1.The Applicant is to convene a meeting at 10:00 am (WST) on 2 June 2010 (“Scheme Meeting”) of each person, except European Nickel PLC, registered as a holder of fully paid ordinary shares issued by the Plaintiff (“Shareholders”) for the purpose of considering and, if thought fit, approving (with or without amendment) the proposed scheme of arrangement which is Appendix 2 to the draft scheme booklet and explanatory statement (“Scheme”), being annexure “TMSH-6” to the affidavit of Mr Timothy Marcus Stephen Hanlon sworn on 13 April 2010 (“Scheme Booklet”).

2.The Scheme Meeting is to be convened, held and conducted:

2.1in accordance with the provisions of Part 2G.2 of the Corporations Act 2001 (Cth)…

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AGLC
Re Rusina Mining NL [2010] FCA 517
Case
[2010] FCA 517
Decision Date

CaseChat Overview and Summary

Rusina Mining NL sought court approval to convene a meeting of members to consider an arrangement proposed by the company. The court was tasked with determining whether to grant this approval under the relevant statutory provisions. The primary issue was whether there was sufficient evidence at that stage of the arrangement approval process to decide on the merits of the arrangement. The court considered whether the process should be halted due to this uncertainty.

The court examined the evidence presented and concluded that there was not enough information available to resolve the issue definitively. It found that the matter did not require the arrangement approval process to be halted entirely. The court reasoned that the issue could be appropriately addressed at a later stage in the process once more information became available. Therefore, the court was not convinced that the process should be stopped at that point.

Based on its findings, the court approved the convening of the meeting as proposed by the applicant. It determined that the arrangement approval process should not be impeded and that the meeting could proceed as planned. The court made orders in line with the applicant's request, allowing the meeting to be held to consider the proposed arrangement. This decision ensured that the process could continue while the issue could be resolved in due course.

Orders

Orders of the court

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Background

Background to the litigation

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Evidence

Evidence Before The Court

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Decision

Reasons for decision

In my view, this is not an issue that need be determined at this stage of the arrangement approval process. There is insufficient evidence at this point for that question to be resolved. I am satisfied that this is not an issue that, in effect, requires the arrangement approval process to be “stopped in its tracks”.CONCLUSION AND ORDER For the reasons given above, I am satisfied that the Court should give its approval under s 411(1) to convene a meeting of members to consider the arrangement proposed and the orders sought by the applicant in its minute, dated 28 April 2010, should be made.

Ratio Decidendi

Legal Principle Established

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