Federal Court of Australia
FEDERAL COURT OF AUSTRALIA
Bolnisi Gold NL, in the matter of Bolnisi Gold NL [2007] FCA 1668
CORPORATIONS – scheme of arrangement – cash and scrip scheme – condition subsequent – scheme conditional on a certain plan of arrangement being approved under Canadian law – "no shop" and "break fee" provisions – deemed warranty of freedom from encumbrances. Held: order made that meeting of company's members be convened to consider and, if thought fit, agree to the scheme.
Corporations Act 2001 (Cth) ss 411, 412 Securities Act 1933 (US) s 3(a)(10)
Re APN News & Media Ltd (2007) 62 ACSR 400 cited Re Investa Properties Ltd [2007] FCA 1104 cited Re NRMA Ltd (2000) 33 ACSR 595 followed Re Solution 6 Holdings Ltd (2004) 50 ACSR 113 cited IN THE MATTER OF BOLNISI GOLD NL (ABN 14 008 587 086) NSD 2007 OF 2007
LINDGREN J
2 NOVEMBER 2007
SYDNEY IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY NSD 2007 OF 2007
IN THE MATTER OF BOLNISI GOLD NL (ABN 14 008 587 086) BOLNISI GOLD NL (ABN 14 008 587 086)
Plaintiff
JUDGE: LINDGREN J DATE OF ORDER: 25 OCTOBER 2007
WHERE MADE: SYDNEY
THE COURT ORDERS THAT:
1) Pursuant to section 411(1) of the Corporations Act 2001 (Cth): (a) the plaintiff convene a meeting of its members for the purpose of considering and if thought fit, approving (with or without modification) a scheme of arrangement between the plaintiff and its shareholders (the Scheme), being the scheme substantially in the form of the draft contained in the explanatory statement in relation to the Scheme, being Exhibit A (Scheme Booklet); (b) the meeting referred to in subparagraph (a) (Meeting of Shareholders) be held on 4 December 2007 at the Hobart Room, The Menzies Hotel, 14 Carrington Street, Sydney, in the state of New South Wales at 9.00am; (c) Norman Alfred Seckold, or failing him, Peter James Nightingale be chairperson of the Meeting of Shareholders; (d) the chairperson appointed to the Meeting of Shareholders has the power to adjourn the meeting in its absolute discretion; (e) the Scheme Booklet be approved for distribution to the plaintiff's shareholders; and (f) the Scheme Booklet to be dispatched to each of the shareholders of the plaintiff be in the form or to the effect of Exhibit A and may be posted by pre-paid post, in the case of a shareholder of the plaintiff whose registered address is outside the country, or despatched by air courier for overseas pre-paid post. 2) Regulations 5.6.12 and 5.6.14 to 5.6.36A of the Corporations Regulations 2001 (Cth) shall not apply to the Meeting of Shareholders. 3) The plaintiff publish a Notice of Hearing of any application to approve the Scheme in the form of Annexure 'A' hereto no later than 4 December 2007 and the plaintiff is relieved from compliance with Rule 3.4 of the Federal Court (Corporations) Rules 2000 to the extent necessary. 4) This proceeding to be stood over to 5 December 2007 at 4.30pm before Justice Lindgren for the hearing of any application to approve the Scheme. 5) There be liberty to restore on 2 days' notice. 6) 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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