Dalrymple Resources NL [2003] FCA 1096

FEDERAL COURT OF AUSTRALIA

Dalrymple Resources NL [2003] FCA 1096

CORPORATIONS – scheme of arrangement – application for leave to convene meeting of shareholders – application granted. Corporations Act 2001 (Cth), ss 411, 412 Re ACM Gold Ltd (1992) 34 FCR 530 cited Re Stockbridge (1993) 11 ACLC 201 cited

IN THE MATTER OF DALRYMPLE RESOURCES NL W3019 of 2003 CARR J 15 SEPTEMBER 2003 PERTH

IN THE FEDERAL COURT OF AUSTRALIA

WESTERN AUSTRALIA DISTRICT REGISTRY W3019 OF 2003

IN THE MATTER OF DALRYMPLE RESOURCES NL

(ACN 009 423 689)

APPLICANT

JUDGE: CARR J

DATE OF ORDER: 15 SEPTEMBER 2003

WHERE MADE: PERTH

THE COURT ORDERS THAT: 1. Pursuant to s 411(1) of the Act the applicant convene a meeting of the holders of ordinary shares in the applicant at the Celtic Club, 48 Ord Street, West Perth, Western Australia on 20 October 2003 at 10.00 am for the purpose of considering and if thought fit approving, with or without modifications, a scheme of arrangement between the applicant and its members (being Appendix 2 to the Explanatory Statement referred to below). 2. The meeting be convened, held and conducted: (a) in accordance with the provisions of part 2G.2 of the Act that apply to members of a company and the provisions of the applicant's constitution that are not inconsistent therewith and that apply to a meeting of members; and (b) on the basis that Corporations Regulations 5.6.12 to 5.6.36A do not apply to the meeting. 3. The applicant advertise the meeting in The Australian Newspaper and The West Australian Newspaper in the form of the Annexure A to these orders as soon as practicable. 4. Neil Tomkinson, or failing him, Joshua Norman Pitt shall act as Chairman of the meeting and report the results of the meeting to this Court. 5. The proposed Explanatory Statement, which is part of annexure RC5 to the affidavit of Rick Wayne Crabb sworn on 12 September 2003 and appendices 1, 5, 7, 8 and 9 to the draft Explanatory Statement that appears as annexure NT7 to the affidavit of Neil Tomkinson sworn on 13 August 2003, being the Explanatory Statement required by s 412(1)(a) of the Act be and is approved (subject to any minor amendments required or approved by the Australian Securities and Investments Commission (ASIC) for purposes of registration thereof under s 412(6) of the Act) (the "Explanatory Statement") and subject to the date first appearing on page 3 of that document being amended to read "31 December 2002". 6. The applicant shall (subject to the registration of the Explanatory Statement by ASIC pursuant to s 412(6) of the Act) dispatch documents as soon as practicable in the form of: (a) the Explanatory Statement; (b) Notice of Court Ordered Meeting in the form of Annexure B to these orders; and (c) Proxy Form in the form of Annexure C to these orders, to the applicant's shareholder members and the holders of any registered charges over any of the applicant's assets by ordinary pre-paid post (or by airmail to holders of shares registered outside Australia) at their addresses appearing on the applicant's register of members on the closest practicable business day before the dispatch of documents. 7. Leave be given to make application for orders under ss 411(4) and 411(6) of the Act following the meeting for approval of the scheme of arrangement and that 10.15 am on 29 October 2003 or such later date as the Court sees fit to substitute be set for such purpose. 7A. The Court, for the purposes of s 411(2) of the Act, permits the lesser period of notice consequent upon notice of the hearing today having been given to ASIC on 12 September 2003. 8. There be liberty to apply upon the giving of 24 hours written notice to ASIC. 9. An office copy of this order shall be lodged with ASIC as soon as practicable after these orders are made.