FEDERAL COURT OF AUSTRALIA Conquest Mining Limited, in the matter of Conquest Mining Limited [2011] FCA 1197 Citation: Conquest Mining Limited, in the matter of Conquest Mining Limited [2011] FCA 1197 Parties: CONQUEST MINING LIMITED ACN 009 232 277 File number(s): NSD 1420 of 2011 Judge: JAGOT J Date of judgment: 17 October 2011 Catchwords: CORPORATIONS – approval of scheme of arrangement under s 411 of the Corporations Act 2001 (Cth) Legislation: Corporations Act 2001 (Cth) s 411 Date of hearing: 17 October 2011 Place: Sydney Division: GENERAL DIVISION Category: Catchwords Number of paragraphs: 6 Counsel for the Plaintiff: Mr I Jackman SC Counsel for Catalpa Resources Limited: Mr R A Dick SC IN THE FEDERAL COURT OF AUSTRALIA NEW SOUTH WALES DISTRICT REGISTRY GENERAL DIVISION NSD 1420 of 2011 IN THE MATTER OF CONQUEST MINING LIMITED ACN 009 232 277 CONQUEST MINING LIMITED ACN 009 232 277 Plaintiff JUDGE: JAGOT J DATE OF ORDER: 17 OCTOBER 2011 WHERE MADE: SYDNEY THE COURT ORDERS THAT: 1. Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth) (the Act), the scheme of arrangement between Conquest Mining Limited (ACN 009 232 277) (Conquest) and the holders of fully-paid ordinary shares in Conquest, in the form set out in annexure 'A' to these orders, be approved. 2. Pursuant to s 411(12) of the Act, the requirements of s 411(11) of the Act be dispensed with. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011. IN THE FEDERAL COURT OF AUSTRALIA NEW SOUTH WALES DISTRICT REGISTRY GENERAL DIVISION NSD 1420 of 2011 IN THE MATTER OF CONQUEST MINING LIMITED ACN 009 232 277 CONQUEST MINING LIMITED ACN 009 232 277 Plaintiff JUDGE: JAGOT J DATE: 17 OCTOBER 2011 PLACE: SYDNEY REASONS FOR JUDGMENT 1 This is the second hearing in relation to a proposed scheme of arrangement in respect of which an application was filed on 26 August 2011. On 12 September 2011, consequential on the first Court hearing, Jacobson J made orders for the convening of a meeting of shareholders to be held at 10 a.m. on 14 October 2011 and approved the explanatory statement for the scheme. 2 In this second hearing, the application is supported by the following evidence. First, there are two affidavits of Jacob Klein. Mr Klein is the Executive Chairman of Conquest Mining Limited, the plaintiff in the application. Mr Klein's affidavit of 14 October 2011, as supported by a short supplementary affidavit of 17 October 2011 correcting a typographical error in the previous affidavit, establishes that the scheme meeting was convened in accordance with the orders of Jacobson J. The resolution as contained in the notice of scheme meeting was put to the meeting, and the poll conducted by Link Market Services Limited established a result in which, as Mr Klein's correcting affidavit discloses: … 671 Conquest Shareholders who were present at the Scheme Meeting, either in person by proxy, voted in favour of the Scheme Resolution, and 5.09% Conquest Shareholders who were present at the Scheme Meeting, either in person or by proxy, voted against the Scheme Resolution. The Conquest Shareholders voting in favour of the Scheme Resolution represented 94.91% by number of all Conquest Shareholders present and voting at the Scheme Meeting. 3 Second, there is a second affidavit of Alexander Fidelis Kauye sworn 14 October 2011. Mr Kauye is a solicitor at Gilbert + Tobin, the solicitors for the plaintiff. Mr Kauye's affidavit explains the plaintiff's compliance with the procedural requirements of the legislation, including specifically the advertisement of the proposed meeting, the announcement made to the Australian Securities Exchange (the ASX) in relation to the scheme, and (importantly) the receipt of correspondence from the Australian Securities and Investments Commissions (ASIC) on 14 October 2011 confirming that ASIC has no objection to the scheme. 4 Third, there is an affidavit of Rakitha Yahan Amaranath. Mr Amaranath is the relevant client relationship manager at Link Market Services Limited which, as I have said, made the arrangements for the scheme meeting and for the conducting of the poll at that meeting. The affidavit establishes the dispatch of the scheme materials, including a supplementary dispatch of scheme materials to shareholders whose details were not previously recorded in the plaintiff's Register. 5 There has also been tendered before me in evidence the deed poll in relation to the underlying transaction, and certificates pursuant to the relevant Implementation Deed between the parties to that transaction (being Conquest Mining Limited, Catalpa Resources Limited and Newcrest Mining Limited) confirming either satisfaction or waiver of any conditions precedent to the implementation of the scheme. 6 In these circumstances, and as has been put to me, there is sufficient evidence to establish compliance with all of the procedural and substantive requirements of the relevant legislation and there is no reason which would preclude the making of the orders sought. I certify that the preceding six (6) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Jagot. Associate: Dated: 17 October 2011