FEDERAL COURT OF AUSTRALIA Meridian Minerals Limited, in the matter of Meridian Minerals Limited [2011] FCA 1265 Citation: Meridian Minerals Limited, in the matter of Meridian Minerals Limited [2011] FCA 1265 Parties: MERIDIAN MINERALS LIMITED ACN 125 277 634 File number: QUD 327 of 2011 Judge: LOGAN J Date of judgment: 18 October 2011 Catchwords: CORPORATIONS – scheme of arrangement – application to convene meeting of shareholders pursuant to s 411(1) of the Corporations Act 2001 (Cth) – application granted Legislation: Corporations Act 2001 (Cth) s 411 Date of hearing: 18 October 2011 Place: Brisbane Division: GENERAL DIVISION Category: Catchwords Number of paragraphs: 6 Counsel for the Plaintiff: Mr R Lilley SC with Mr C Jennings Solicitor for the Plaintiff: Hynes Lawyers IN THE FEDERAL COURT OF AUSTRALIA QUEENSLAND DISTRICT REGISTRY GENERAL DIVISION QUD 327 of 2011 IN THE MATTER OF MERIDIAN MINERALS LIMITED ACN 125 277 634 MERIDIAN MINERALS LIMITED ACN 125 277 634 Plaintiff JUDGE: LOGAN J DATE OF ORDER: 18 OCTOBER 2011 WHERE MADE: BRISBANE THE COURT ORDERS THAT: 1. Pursuant to section 411(1) of the Corporations Act 2001 (Cth) (the Act), the plaintiff shall summon and convene a meeting (the scheme meeting) of its shareholders (the shareholders) for the purpose of considering and, if thought fit, resolving (with or without modification) to approve the scheme of arrangement (the scheme) between them and the plaintiff: 1.1. substantially in the form set out in the scheme booklet (the scheme booklet) being exhibit JJR13 to the affidavit of Jeremy James Read filed 3 October 2011 with the amendments identified in:- (a) exhibit JJR30 to the affidavit of Jeremy James Read sworn 17 October 2011; and (b) exhibit KMT5 to the affidavit of Kylie Maree Tate sworn 18 October 2011; 1.2. and including on page 3 of the scheme booklet after the words of the heading "Federal Court – Important Notice" the words "Associated with Court Order Under Subsection 411(1) of Corporations Act 2001 (Cth)." 2. Upon the undertaking of Glenn Raymond Vassallo contained in paragraph 11 of his affidavit sworn 14 October 2011, the scheme meeting shall be held on 24 November 2011 at the Christie Conference Centre, 320 Adelaide Street, Brisbane, in the State of Queensland at 11am (Brisbane time) or as soon thereafter as is convenient. 3. The scheme meeting shall be convened by the plaintiff sending to the shareholders by ordinary pre-paid post on or before 25 October 2011: 3.1. the scheme booklet; 3.2. the notice of the scheme meeting; 3.3. a proxy form; and 3.4. a reply paid envelope addressed to "Meridian Minerals Limited c/- Advanced Share Registry Limited, 150 Stirling Highway, Nedlands, WA Australia, 6009"; and substantially in the form (save for the reply paid envelope) contained at exhibit JJR13 to the affidavit of Jeremy James Read filed 3 October 2011 with the amendments identified in exhibit JJR30 to the affidavit of Jeremy James Read sworn 17 October 2011 (collectively, scheme documents). 4. The scheme documents: 4.1. shall be sent to those shareholders who are recorded in the plaintiff's register of shareholders, and to each shareholder at the address recorded in respect of that shareholder in the register of shareholders, as at 5pm on 19 October 2011; 4.2. shall be deemed to be received in accordance with clause 25 of the constitution of the plaintiff as if the documents were notices of a general meeting. 5. All voting at the scheme meeting (other than voting on any procedural motion) shall be conducted by poll. 6. A proxy may not vote at the scheme meeting unless the instrument appointing the proxy is received by 11am (Brisbane time) on 22 November 2011 sent to the plaintiff at an address nominated by the plaintiff in the scheme booklet. 7. Except as otherwise provided for in this order, the constitution of the plaintiff shall govern the convening and proceedings of the scheme meeting as if it was a general meeting of the plaintiff, except that: 7.1. paragraphs 12.4, 12.12, 12.13, and 15.9 of the constitution of the plaintiff shall not apply; 7.2. the poll (referred to in paragraph 5 above) shall be taken irrespective of whether a majority demands it; 7.3. a person's entitlement to vote at the scheme meeting will be the entitlement of that person as recorded in the plaintiff's register of shareholders at 7pm on 22 November 2011; 7.4. the chairperson of the scheme meeting is entitled to adjourn the scheme meeting at any time. 8. With the exception of regulation 5.6.13, regulations 5.6.12 to 5.6.36A of the Corporations Regulations 2001 shall not apply to the scheme meeting. 9. The plaintiff: 9.1. must advertise the scheme meeting in the Australian newspaper and in the Commonwealth Government Gazette in the form, or substantially in the form, contained in Annexure "B" to the originating process filed 3 October 2011; 9.2. is not required to publish a notice of the hearing of the application for an order approving the scheme. 10. Raymond Bruce Miller, or in his absence, Michael Patrick Howard, shall act as chairperson of the scheme meeting and, in the absence of either, the scheme meeting shall elect some other person as chairperson. 11. The explanatory statement contained in the scheme booklet, in substantially the form contained in exhibit JJR13 to the affidavit of Jeremy James Read filed 3 October 2011 with the amendments identified in paragraphs 1.1 and 1.2 of this Order is approved. 12. The plaintiff has liberty to apply. 13. The balance of the Application filed 6 October 2011 is adjourned to 9.15am on 29 November 2011. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011 IN THE FEDERAL COURT OF AUSTRALIA QUEENSLAND DISTRICT REGISTRY GENERAL DIVISION QUD 327 of 2011 IN THE MATTER OF MERIDIAN MINERALS LIMITED ACN 125 277 634 MERIDIAN MINERALS LIMITED ACN 125 277 634 Plaintiff JUDGE: LOGAN J DATE: 18 OCTOBER 2011 PLACE: BRISBANE REASONS FOR JUDGMENT 1 Application has been made for the convening of a meeting of the shareholders of Meridian Minerals Limited pursuant to s 411(1) of the Corporations Act 2001 (Cth) (Corporations Act). The purpose of that meeting is to consider and, if thought fit, approve a proposal for the acquisition of the share capital in that company. That proposal involves the acquisition of the shares in that company by Northwest Nonferrous International Investment Company Limited via its wholly-owned Australian subsidiary, Northwest Nonferrous Australia Mining Proprietary Limited. 2 I have had the benefit this morning of a comprehensive review by counsel for the plaintiff of the proposal. Notice of the application today has been given to the Australian Securities and Investments Commission (the Commission). The Commission has signified that it has received what it regards as sufficient notice of the application. 3 Having regard to the review which counsel has undertaken, I am satisfied that there is no feature of the proposal so blatantly in violation of the Corporations Act or other relevant requirements that the Court ought to withhold approval for the convening of the meeting. In particular, I am satisfied that there is provision, in the proposal by way of contractual arrangement, in respect of the payment required under the proposal for the shares. 4 There is one slight change which ought to be made to the proposal or what the statute terms "the explanatory note". That is to pick up the heading at page 216 of the present draft of the Court's Practice Note (Corp 3) in respect of schemes of arrangement. 5 I have been taken to other amendments. The more substantial of which are presently set out in Exhibit 1 on today's application. I am satisfied that those particular amendments will carry into effect changes in relation to the proposal which have occurred since that proposal, in its original form, was filed in an annexure to an affidavit supporting the application. 6 I am otherwise satisfied that the requirements of s 411 of the Corporations Act, in relation to the approval for the holding of the meeting, have been met. I certify that the preceding six (6) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Logan. Associate: Dated: 4 November 2011