Aphrodite Gold Limited, in the matter of Aphrodite Gold Limited [2017] FCA 1346

FEDERAL COURT OF AUSTRALIA

Aphrodite Gold Limited, in the matter of Aphrodite Gold Limited [2017] FCA 1346 File number(s): WAD 526 of 2017

Judge(s): SIOPIS J

Date of judgment: 10 November 2017

Catchwords: CORPORATIONS – scheme of arrangement – application for orders under s 411(1) of the Corporations Act 2001 (Cth) for the convening of a meeting of members to approve a scheme of arrangement.

Legislation: Corporations Act 2001 (Cth) Pt 5.1, ss 411(1), 411(2)

Date of hearing: 10 November 2017

Registry: Western Australia

Division: General Division

National Practice Area: Commercial and Corporations

Sub-area: Corporations and Corporate Insolvency

Category: Catchwords

Number of paragraphs: 18

Counsel for the Plaintiff: Mr J Garas

Solicitor for the Plaintiff: GTP Legal

ORDERS WAD 526 of 2017 IN THE MATTER OF APHRODITE GOLD LIMITED (ACN 138 879 928) APHRODITE GOLD LIMITED (ACN 138 879 928) Plaintiff

JUDGE: SIOPIS J DATE OF ORDER: 10 NOVEMBER 2017

THE COURT ORDERS THAT:

1. The plaintiff, Aphrodite Gold Limited, (Aphrodite) convene a meeting of holders of fully paid ordinary shares in the capital of the plaintiff, other than Spitfire Materials Limited, (Shareholders) to be held in held at the office of RMS Australia Pty Ltd, 116 Harrick Road, Keilor Park, Victoria, Victoria on or about 18 December 2017 at 10.00am 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, agreeing (with or without amendment) the scheme of arrangement which is Annexure C to the draft scheme booklet and explanatory statement respectively, being Annexure "RM-01" to the second affidavit of Mr Roger Stuart Mitchell sworn 20 October 2017 (Scheme Booklet). 2. Subject to these orders, the Scheme Meeting is to be: (a) convened, held and conducted in accordance with the provisions of Part 2G.2 of the Corporations Act 2001 (Cth) (Act) that apply to members of a company and the provisions of Aphrodite's constitution that are not inconsistent which those provisions of the Act that apply to meetings of members; (b) convened, held and conducted pursuant to section 1319 of the Act, on the basis that Corporations Regulations 5.6.11 to 5.6.12 and 5.6.13A to 5.6.36A do not apply to the meeting; and (c) convened using the notice of meeting in the form or to the effect of the notice contained in Annexure E of the Scheme Booklet. 3. Mr Roger Stuart Mitchell or, failing him, Mr Peter Anthony Buttigieg is to be appointed to act as chairperson of the Scheme Meeting (Chairman) and report the result of the Scheme Meeting to this Court. 4. The Chairman can adjourn the Scheme Meeting in his absolute discretion for such time that the Chairman thinks appropriate. 5. 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. 6. Voting on the resolution to approve the Scheme for the Scheme Meeting is to be conducted by way of poll. 7. The Scheme Booklet, which contains an explanatory statement required by section 412(1)(a) of the Act, be and is approved for distribution to members, subject to: (a) correction of any typographical errors and formatting; (b) the minor amendments approved by the Australian Securities and Investments Commission (ASIC) for registration under section 412(6) of the Act, being the amendments set out in paragraph 24 and annexure "JP-08" of the affidavit of Mr James Lewis Pearse sworn 9 November 2017; and (c) adopting any amendments approved by the Court. 8. Subject to registration of the Scheme Booklet with the ASIC, pursuant to section 412(6) of the Act, Aphrodite is to dispatch the Scheme Booklet, substantially in the form of the document approved in paragraph 7 above, and any applicable proxy form to the Shareholders who appear on the register of members at close of business on 10 November 2017 (being the last business day prior to the intended date for registration of the Scheme Booklet with ASIC): (a) by ordinary pre-paid post, ordinary post, parcel post or courier to Shareholders with a registered address in Australia; or (b) by pre-paid airmail, airmail or air courier to Shareholders with a registered address outside Australia, and dispatch on or before 15 November 2017 is to be taken to be sufficient notice of the meeting. 9. The matter is relisted on 20 December 2017 at 11.15am for such application as appropriate following the Scheme Meeting. 10. Aphrodite is to give notice of the hearing of the application pursuant to section 411(4)(b) of the Act for orders approving the Scheme by publishing an advertisement in the public notices column of "The Australian" and "The West Australian" newspapers substantially in accordance with Form 6 of the Federal Court (Corporations) Rules 2000 (Cth) (Rules), such advertisement to be published at least five days before any date allocated for the hearing and Aphrodite is otherwise exempted from compliance with rule 3.4 of the Rules. 11. Aphrodite, 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.