3 At the material times in 1997 Cudgen had an issued share capital of 36,651,161 fully paid ordinary shares. Until early 1997 the shares were listed on the Australian Stock Exchange. The company had two major shareholders, namely, RGC Ltd (approximately 76.7%) and QBE Insurance Group (approximately 20%). In May 1997 the major asset of Cudgen was a majority shareholding in Consolidated Rutile Ltd ("CRL"). That shareholding was 86,812,219 shares which represented 50.14% of the share capital of CRL. On 20 May 1997 Cudgen announced to the Australian Stock Exchange ("ASX") that, on completion of the accounts for the year ended 30 June 1997, a final dividend would be declared based on those accounts payable in CRL shares and an extraordinary general meeting of shareholders would be convened to consider a resolution to approve the solvent voluntary winding-up of the company. In other words, Cudgen would make a distribution of its CRL shares by way of a final dividend and would then be wound up. This would result in the distribution to its members of the remainder of its assets, namely, any remaining shares in CRL and, perhaps, some cash.