Cape Alumina Limited, in the matter of Cape Alumina Limited (No 2) [2013] FCA 1238

REASONS FOR JUDGMENT (REVISED FROM TRANSCRIPT) 1 On 4 November 2013, I made orders convening a meeting of the shareholders of Cape Alumina Limited (CBX) to be held on 9 December 2013 and approving for dispatch a Scheme Booklet which was Exhibit 1 in those proceedings. Words used in these reasons will have the same meaning as in my reasons for making the orders on 4 November 2013: Cape Alumina Limited, in the matter of Cape Alumina Limited [2013] FCA 1212. 2 This is an application pursuant to s 1319 of the Corporations Act 2001 (Cth) seeking approval of the dispatch to shareholders of CBX of a supplementary scheme booklet which is Exhibit 2 in these proceedings. 3 The background to the application is set out in the submissions of Mr Oakes, Counsel for CBX, which I have marked MFI 5. In essence, CBX wishes to advise shareholders of supplementary disclosure about a dispute between MTE and Tenement to Terminal Limited (3TL), the existence of which was summarised in Section 10.12 of the Scheme Booklet. It advises that the Capacity Priority Agreement dated 16 August 2011 under which options were issued by MTE to 3TL contains dispute resolution procedures which may result in the dispute not being settled before the Scheme Meeting with the result that it will be unclear whether 3TL's options have vested by then. The Supplementary Scheme Booklet then sets out the possible impact on MTE's share capital following the implementation of the Scheme if the options granted to 3TL vest and are exercised. 4 I note that Mr Oakes' submissions and the evidence also update the Court as a matter of "housekeeping" that: (1) RCF has converted its $5 million RCF Note resulting in the issue of 41,666,667 CBX shares; and (2) RCF, MTE and CBX have entered into an agreement for the sale of CBX Options which had been issued to RCF as consideration for the conversion of the RCF Note which was integral to implementation of the Scheme proposal. 5 Two affidavits of Mr Derek Pocock, sworn on 18 and 19 November 2013, were read. I am satisfied that ASIC has had an opportunity to consider the Supplementary Scheme Booklet and has no objections to its dispatch. 6 I will therefore make the orders which have been proposed which I will sign and date for identification. I certify that the preceding six (6) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Farrell.