Coalspur Mines Limited, in the matter of Coalspur Mines Limited [2015] FCA 391

FEDERAL COURT OF AUSTRALIA

Coalspur Mines Limited, in the matter of Coalspur Mines Limited [2015] FCA 391 Citation: Coalspur Mines Limited, in the matter of Coalspur Mines Limited [2015] FCA 391

Parties: COALSPUR MINES LIMITED (ACN 003 041 594)

File number(s): WAD 49 of 2015

Judge(s): SIOPIS J

Date of judgment: 17 March 2015

Catchwords: CORPORATIONS – scheme of arrangement – application for the convening of a meeting under s 411 of the Corporations Act 2001 (Cth).

Legislation: Corporations Act 2001 (Cth) s 411

Cases cited: In re Hills Motorway Ltd (2002) 43 ACSR 101

Date of hearing: 17 March 2015

Place: Perth

Division: GENERAL DIVISION

Category: Catchwords

Number of paragraphs: 18

Counsel for the Plaintiff: Mr A Papamatheos

Solicitor for the Plaintiff: Hardy Bowen Lawyers

IN THE FEDERAL COURT OF AUSTRALIA WESTERN AUSTRALIA DISTRICT REGISTRY GENERAL DIVISION WAD 49 of 2015

IN THE MATTER OF COALSPUR MINES LIMITED (ACN 003 041 594) COALSPUR MINES LIMITED (ACN 003 041 594)

Plaintiff

JUDGE: SIOPIS J DATE OF ORDER: 17 MARCH 2015 WHERE MADE: PERTH

THE COURT ORDERS THAT:

1. Pursuant to s 411 of the Corporations Act 2001 (Cth) (Corporations Act), the plaintiff convene a meeting of holders of fully paid ordinary shares in the capital of the plaintiff (shareholders) to be held in Perth, Western Australia on 22 April 2015 at 10:00 am (Perth time) or on such other date and such other time as the Court may approve (scheme meeting) for the purpose of considering and if thought fit, approving with or without modifications, the scheme of arrangement proposed between the plaintiff and its shareholders (scheme), being contained in the Annexure "MTR-09" to the affidavit of Mark Trevor Rodda sworn 11 March 2015. 2. The scheme booklet which contains an explanatory statement required by s 412(1)(a) of the Corporations Act and being the Annexure "MTR-09" to the affidavit of Mark Trevor Rodda sworn 11 March 2015, which includes the notice of scheme meeting being Annexure 5 to Annexure "MTR-09" to the affidavit of Mark Trevor Rodda sworn 11 March 2015 and the complete independent expert report also contained in Annexure "MTR-09", be and is approved, subject to: (a) correction of any minor typographical or grammatical errors and the date of the second hearing as provided for in order 9 below; (b) any minor amendments required or approved by the Australian Securities and Investments Commission (ASIC) for registration under s 412(6) of the Corporations Act; and (c) adopting the marked-up amendments contained in Annexure "MCN-3" to the affidavit of Michael Choon Ming Ng sworn on 16 March 2015. 3. Subject to registration of the scheme booklet pursuant to s 412(6) of the Corporations Act, the plaintiff is to dispatch, on or before 23 March 2015 or such other date as directed by the Court, a document substantially in the form of the scheme booklet (as amended in order 2 above) to the shareholders who appear on the register of members as at 5:00 pm (Perth time) on 20 March 2015 by ordinary post (or by airmail to overseas holders) or by fax or e-mail (provided a fax number or e-mail address has been nominated by the holder). 4. Subject to these orders, the scheme meeting is to be (so far as practicable): (a) convened, held and conducted in accordance with the provisions of Part 2G.2 of the Corporations Act that apply to members of a company and the provisions of the plaintiff's constitution that are not inconsistent therewith and that apply to meetings of members; (b) convened, held and conducted pursuant to s 1319 of the Corporations Act, on the basis that regulations 5.6.11 to 5.6.12 and 5.6.13A to 5.6.36A of the Corporations Regulations 2001 (Cth) do not apply to the scheme meeting; and (c) convened using the notice of meeting substantially in the form of the notice annexed as Annexure 5 to Annexure "MTR-09" to the affidavit of Mark Trevor Rodda sworn 11 March 2015 and filed herein. 5. Mark Rodda or, failing him, Marc Wilshaw is to be appointed to act as chairperson of the scheme meeting and report the result of the scheme meeting to this Court. 6. The chairperson can adjourn the scheme meeting in his discretion. 7. Two shareholders present in person or by proxy, corporate representative or attorney under power and entitled to vote shall constitute a quorum for the scheme meeting. 8. Voting on the resolution to approve the scheme at the scheme meeting is to be conducted by way of poll. 9. The matter may be relisted on 28 April 2015 for such application as appropriate following the scheme meeting. 10. If the matter is relisted, then the plaintiff is to give notice of the hearing of the application pursuant to s 411(4) of the Corporations Act and that notice: (a) is to be published once in each of "The Australian" and "The West Australian" newspapers; and (b) is to be substantially in accordance with Form 6 of the Federal Court (Corporations) Rules 2000, such advertisement to be published at least five days before the date fixed for the hearing 11. The scheme and scheme booklet be confidential to the plaintiff on the Court file until the explanatory statement in the scheme booklet has been registered with the ASIC in accordance with s 412(6) of the Corporations Act. 12. The plaintiff, the ASIC and any interested party has liberty to apply to relist the matter on 24 hours' written notice. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.