The Court ordered the convening of a scheme meeting for Emmerson Resources Ltd shareholders to consider a scheme of arrangement under which Tennant Consolidated Mining Group Pty Ltd (a subsidiary of Pan African Resources plc) would acquire all issued shares in Emmerson in exchange for Pan African CDIs. The Court was satisfied that all substantive and procedural requirements under s 411(1) were met, including adequate disclosure, appropriate performance risk protections, a break fee of approximately 1% of equity value within Takeovers Panel guidance, and that the loan facility from Pan African to Emmerson did not operate as a coercive lock-up device.
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