Re Verdant Minerals Ltd

Verdant Minerals Ltd, an Australian public company, sought to convene a meeting of its shareholders to consider a proposed scheme of arrangement for the acquisition of its shares by CD Capital. CD Capital did not oppose the application, but the court still had to determine whether it was appropriate to exercise its discretion to order the convening of a meeting under s 411(1) of the Corporations Act 2001 (Cth). The court had to consider whether the scheme was fit for consideration by the shareholders and whether the scheme booklet complied with the statutory requirements and did not contain any misleading or deceptive statements. The court had to balance the need for proper disclosure and consideration of the scheme against the potential prejudice to the company if the meeting was not convened.

The court was satisfied that the scheme was fit for consideration by the shareholders. The scheme booklet contained a recommendation from an independent expert that the scheme was fair and reasonable to, and in the best interests of, the shareholders. The scheme booklet had been carefully prepared and verified and had been examined by the Australian Securities and Investments Commission. The scheme was subject to certain conditions precedent, which were likely to be satisfied or waived. The court was not satisfied that there was any element of unfairness in the terms of the scheme that would be likely to preclude its approval if it came before the court for approval.

The court exercised its discretion to order the convening of a meeting of the shareholders. The court made orders for the manner in which the meeting was to be convened and conducted, the time and place at which the meeting was to be held, the arrangements for voting and the persons authorised to act as chairperson and alternate chairperson at the meeting. The court also made an order dispensing with the requirement to publish notice of the hearing of an application for approval of the scheme.

The court ordered that a meeting of the shareholders be convened on 29 May 2019 at 9.15 am at Ashurst Australia, Level 26, 181 William Street, Melbourne. The meeting was to consider and, if thought fit, approve the scheme of arrangement proposed between Verdant and its shareholders, the terms of which were set out in the scheme booklet. The meeting was to be convened by sending notices to the shareholders by email or by post, depending on their preference. The meeting was to be chaired by Mr Whiteside or, failing him, Mr Conroy. Voting on the resolution to approve the scheme was to be conducted by way of a poll.