Ausgold Limited (ASX: AUC) announced that the Federal Court of Australia had ordered the convening of a Scheme Meeting and approved dispatch of the Scheme Booklet in relation to OceanaGold (Australia) Pty Ltd’s proposed acquisition of Ausgold by scheme of arrangement. The Scheme Booklet, dated 21 October 2026 and registered with ASIC, explains that Ausgold shareholders will vote on the Scheme at 10.00am Melbourne time on 27 November 2026 in Melbourne, with a second court hearing proposed for 1 December 2026 if shareholder approval is obtained. The booklet states the Independent Expert concluded that, in the absence of a superior proposal, the Scheme is fair and reasonable and in the best interests of Ausgold shareholders, and the Ausgold directors unanimously recommend voting in favour on that basis, with each director intending to vote their controlled shares in favour subject to the same qualifications. Shareholders may receive default scrip consideration of 0.03365 new OceanaGold shares per Ausgold share or elect cash consideration of A$1.36 per share, subject to a maximum cash pool of A$194 million and possible scale-back, with key dates including dispatch around 28 October 2026, cash election deadline of 20 November 2026, proxy deadline of 25 November 2026, scheme record date of 4 December 2026 and implementation date of 11 December 2026.
Key Points
Ausgold announced a proposed acquisition by OceanaGold (Australia) Pty Ltd via a court-approved scheme of arrangement.
The Federal Court ordered the convening of the Scheme Meeting and approved dispatch of the Scheme Booklet on 21 October 2026.
The Scheme Meeting is scheduled for 10.00am Melbourne time on 27 November 2026 at Baker McKenzie’s Melbourne office.
The Scheme Booklet was registered with ASIC and dispatched to shareholders on or around 28 October 2026.
The Independent Expert concluded the Scheme is fair and reasonable and in the best interests of Ausgold shareholders in the absence of a superior proposal.
Ausgold directors unanimously recommend shareholders vote in favour of the Scheme, subject to no superior proposal and the Independent Expert maintaining its conclusion.
Each Ausgold director intends to vote all shares they own or control in favour of the Scheme, subject to the same qualifications.
Default consideration under the Scheme is 0.03365 new OceanaGold shares for each Ausgold share.
Shareholders may elect cash consideration of A$1.36 per Ausgold share, subject to the A$194 million maximum cash pool and any scale-back.
The cash election deadline is 7.00pm Melbourne time on 20 November 2026.
The proxy deadline and voting eligibility time are both tied to 25 November 2026, with voting eligibility at 7.00pm Melbourne time.
If approved by shareholders, the second court hearing for court approval is intended for 1 December 2026.
The Scheme is expected to become effective on 2 December 2026, with the implementation date expected on 11 December 2026.
The Scheme Booklet includes details on the notice of meeting, voting process, cash election process and shareholder information line.
IMPORTANT NOTE: This information is autogenerated and has not been reviewed for accuracy or completeness. You should refer to the full announcement here for further information.