Federal Court of Australia
FEDERAL COURT OF AUSTRALIA
Climax Mining Ltd, in the matter of Climax Mining Ltd [2006] FCA 1276
IN THE MATTER OF CLIMAX MINING LTD (ACN 000 250 500) CLIMAX MINING LTD (ACN 000 250 500) NSD 1734 OF 2006
LINDGREN J
1 OCTOBER 2006
SYDNEY IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY NSD 1734 OF 2006
IN THE MATTER OF CLIMAX MINING LTD (ACN 000 250 500) CLIMAX MINING LTD (ACN 000 250 500)
Plaintiff
JUDGE: LINDGREN J DATE OF ORDER: 22 SEPTEMBER 2006
WHERE MADE: SYDNEY
THE COURT ORDERS THAT: 1. There be convened by the plaintiff a meeting of its shareholders to be held at 10.00 am on 30 October 2006, for the purposes of considering and, if thought fit, agreeing (with or without modification) to the scheme of arrangement proposed to be made between the plaintiff and its shareholders pursuant to s 411(4)(a)(ii) of the Corporations Act 2001 (Cth) ("Act") in the form set out in Appendix 4 to the draft share scheme booklet, behind Tab 4 of Exhibit BEW1 ("Share Scheme"). 2. There be convened by the plaintiff a meeting of persons holding listed options to acquire shares in the capital of the plaintiff to be held at 10.30 am or so soon thereafter as the Share Scheme meeting shall have concluded or adjourned on 30 October 2006, for the purposes of considering and, if thought fit, agreeing (with or without modification) to the scheme of arrangement proposed to be made between the plaintiff and its listed optionholders pursuant to s 411(4)(a)(i) of the Act ("Option Scheme") in the form set out in Appendix 2 to the draft Explanatory Statement (Options) behind Tab 5 of Exhibit BEW1 (together with the meeting in Order 1 above, "the Meetings"). 3. The share scheme booklet behind Tab 21 of Exhibit BEW1, and the documents at Appendices 1 to 6 inclusive behind Tab 4 of Exhibit BEW1 ("Share Scheme Booklet"), be approved for distribution to the shareholders and listed optionholders of the plaintiff. 4. The Explanatory Statement (Options) behind Tab 22 of Exhibit BEW1 and the documents at Appendices 1 to 4 inclusive behind Tab 4 of Exhibit BEW1 ("Explanatory Statement (Options)"), be approved for distribution to the listed optionholders of the plaintiff. 5. The shareholder proxy form behind Tab 9 of Exhibit BEW1 be sent to shareholders of the plaintiff. 6. The listed optionholder proxy form behind Tab 10 of Exhibit BEW1 be sent to listed optionholders of the plaintiff. 7. The Meetings be held at the Four Seasons Hotel, 199 George Street, Sydney, New South Wales. 8. James Edward Askew or, failing him, Terence Vincent Willsteed be authorised to act as chairperson for the Meetings, and any adjournment of the Meetings, and report to the Court on the outcome of the meetings. 9. The Meetings can resolve to be adjourned. 10. Save for regulation 5.6.13 of the Corporations Regulations, Reg 2.15 of the Federal Court (Corporations) Rules 2000 shall not apply to the meetings referred to in Orders 1 and 2 above. 11. The plaintiff be granted liberty to apply. 12. This proceeding be stood over to 3 November 2006 at 9:30 am before his Honour Justice Lindgren for consideration of Orders approving the Share Scheme and/or the Option Scheme. 13. These Orders be entered forthwith. Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules. IN THE FEDERAL COURT OF AUSTRALIA
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