Bathurst Resources Limited, in the matter of Bathurst Resources Limited [2013] FCA 517

FEDERAL COURT OF AUSTRALIA

Bathurst Resources Limited, in the matter of Bathurst Resources Limited [2013] FCA 517 Citation: Bathurst Resources Limited, in the matter of Bathurst Resources Limited [2013] FCA 517

Party: BATHURST RESOURCES LIMITED (ABN 93 125 679 469)

File number: WAD 122 of 2013

Judge: BARKER J

Date of judgment: 10 May 2013

Catchwords: CORPORATIONS – scheme of arrangement – application for order that company convene meeting

Legislation: Corporations Act 2001 s 411(1), s 411(2), s 1319 Corporations Regulations 2001 (Cth) reg 5.6.11-5.6.36A Federal Court (Corporations) Rules 2000 R 2.15, R 3.4

Date of hearing: 10 May 2013

Place: Perth

Division: GENERAL DIVISION

Category: Catchwords

Number of paragraphs: 21

Counsel for the Plaintiff: Mr G Donaldson SC

Solicitor for the Plaintiff: PricewaterhouseCoopers

IN THE FEDERAL COURT OF AUSTRALIA WESTERN AUSTRALIA DISTRICT REGISTRY GENERAL DIVISION WAD 122 of 2013

IN THE MATTER OF BATHURST RESOURCES LIMITED BATHURST RESOURCES LIMITED (ABN 93 125 679 469)

Plaintiff

JUDGE: BARKER J DATE OF ORDER: 10 MAY 2013 WHERE MADE: PERTH

THE COURT ORDERS THAT:

1. Pursuant to section 411(1) of the Corporations Act 2001 (Cth) (Act), the plaintiff convenes a meeting (Scheme Meeting) of its members holding ordinary shares (Shareholders) for the purpose of considering and, if thought fit, approving (with or without modification) the scheme of arrangement (Scheme) referred to in paragraph 9 of the supporting affidavit of Craig Rennie Munro sworn 29 April 2013. 2. Pursuant to section 411(1) of the Act, the scheme booklet in Annexure BHR 3 to the supplementary affidavit of Benjamin Howard Ringrose sworn 9 May 2013 (containing the explanatory statement required by section 412(1) of the Act) (Scheme Booklet) be approved for distribution to Shareholders. 3. The Scheme Meeting take place at Meeting Room 12, Perth Convention & Exhibition Centre, 21 Mounts Bay Road, Perth, Western Australia, 6000, on 13 June 2013 at 10:00am (WST). 4. The notice of meeting and proxy appointment form in Annexure 4 to the Scheme Booklet be approved as the notice of meeting and proxy appointment form for the Scheme Meeting. 5. On or before 14 May 2013, there be dispatched a document substantially in the form, or to the effect of, the Scheme Booklet by prepaid ordinary post (or in the case of Shareholders resident outside of Australia, by airmail) to the registered address of each Shareholder appearing in the register of Shareholders. 6. In addition, on or by 14 May 2013, there be dispatched by prepaid or ordinary post (or in the case of Shareholders resident outside of Australia, by airmail) to the registered address of each Shareholder appearing in the register of Shareholders: (a) a proxy form in respect of the Scheme Meeting substantially in the form, or to the effect of, the proxy form at Annexure 4 to the Scheme Booklet, including in it the name and address of the relevant Shareholder or Shareholders, as well as a unique barcode and security holder reference number; and (b) a pre-addressed reply paid envelope for return of the proxy form. 7. Craig Rennie Munro be appointed and act as Chairman of the Scheme Meeting. 8. The Chairman appointed to the Scheme Meeting has the power to adjourn the Scheme Meeting in his absolute discretion. 9. A person's entitlement to vote at the Scheme Meeting be determined by reference to the register of Shareholders as at 5:00pm (WST) on 11 June 2013. 10. Shareholders be required to lodge any proxy or corporate representative forms to appoint a proxy or corporate representative to vote at the Scheme Meeting on their behalf (including, if applicable, any power of attorney under which such forms are signed) or, if voting by attorney, a copy of the instrument effecting the appointment of such attorney, in the manner set out in the proxy form and the notice of meeting by no later than 10:00am (WST) on 11 June 2013. 11. All voting at the Scheme Meeting be by poll, and clause 11.14 of the constitution of the plaintiff be dispensed with for the purposes of the Scheme Meeting. 12. The plaintiff publish in "The Australian" and "The West Australian" newspapers notice of its application on or by 14 June 2013, and the plaintiff shall otherwise be exempted from compliance with the requirement to publish a notice at least 5 days before the date fixed for the application pursuant to rule 3.4 of the Federal Court (Corporations) Rules 2000 (Rules). 13. Pursuant to section 1319 of the Act, the plaintiff be exempted from compliance with the requirements of rule 2.15 of the Rules. 14. The proceedings be stood over to 10:15am (WST) on 19 June 2013 for the hearing of any application to approve the Scheme. 15. These orders be entered forthwith. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.