Re Signature Gold Ltd

Signature Gold Ltd applied to the Federal Court of Australia for orders convening a meeting of its members to consider a proposed scheme of arrangement with StratMin, an English company listed on the London Stock Exchange's Alternative Investment Market. The application was brought pursuant to section 411 and section 1319 of the Corporations Act 2001 (Cth). The court was required to determine whether the application met the criteria set out in the Corporations Act for the convening of a members' meeting and the approval of a scheme of arrangement. This involved assessing whether the scheme booklet provided proper disclosure to the shareholders, whether the scheme was bona fide and properly proposed, and whether an independent expert's report had been prepared and considered. The court also had to decide whether the scheme was fair but reasonable and in the best interests of the shareholders, in accordance with the expert's opinion.

The court found that the scheme booklet provided proper disclosure to the shareholders, as it contained sufficient information about the proposed scheme and the independent expert's opinion. The court also found that the scheme was bona fide and properly proposed, as the directors of Signature Gold (excluding one who had a conflict of interest) had committed themselves to propounding the scheme. The court accepted the independent expert's report, which stated that the scheme was in the best interests of Signature Gold shareholders, and that the scheme was fair but reasonable. The court noted that the scheme contained provisions to protect the interests of scheme participants with respect to the "Tranche 2" shares, which were subject to certain eligibility requirements. The court granted the application and made orders convening a meeting of Signature Gold shareholders to consider and vote on the proposed scheme of arrangement.

The final orders of the court included convening a meeting of Signature Gold shareholders to consider and vote on the proposed scheme of arrangement, distributing the scheme booklet and proxy form to the shareholders, and publishing notice of the hearing of the application in "The Australian" newspaper. The proceeding was stood over to a second hearing on 24 July 2017 for the hearing of any application to approve the scheme. The court noted that the proceeding had been listed for a second hearing on that date.