Carnaby Takeover Clears Court Hurdle Ahead of Evolution Shareholder Vote
Carnaby Resources has secured court approval to put Evolution Mining’s proposed acquisition to shareholders, with an independent expert declaring the scheme fair and reasonable. The decisive vote is scheduled for 26 October, subject to the scheme booklet being registered and distributed.
- Western Australia Supreme Court orders Carnaby shareholder meeting
- BDO finds the scheme fair and reasonable absent a superior proposal
- Carnaby board unanimously recommends voting in favour
- Shareholder vote scheduled for 26 October 2026
- Implementation is currently targeted for 10 November 2026
Court Clears Carnaby Scheme Meeting
The proposed takeover of Carnaby Resources Limited (ASX:CNB) by Evolution Mining Limited (ASX:EVN) has cleared its first formal court hurdle, with the Supreme Court of Western Australia ordering Carnaby to convene a shareholder meeting and distribute the scheme booklet.
The order does not approve the acquisition itself. It allows Carnaby to put the transaction to shareholders, with the meeting scheduled for 11:00am AWST on 26 October 2026. Evolution, as the proponent of the scheme, will be excluded from voting.
Independent Expert Supports Transaction
The scheme booklet is expected to include BDO Corporate Finance Australia’s independent expert report. BDO has concluded that the scheme is fair and reasonable, and in the best interests of Carnaby shareholders, in the absence of a superior proposal.
Carnaby’s board has unanimously recommended that shareholders vote in favour, subject to the same conditions and to the independent expert maintaining its conclusion. Directors also intend to vote their shares in favour, although the company said the scheme booklet will detail interests that may differ from those of other shareholders, including the treatment of options and management incentives.
Shareholder Vote Becomes the Key Test
The scheme booklet is due to be registered with ASIC and released to the ASX on 21 September, with dispatch to shareholders expected around 24 September. Shareholders recorded on the register at 11:00am AWST on 24 October will be eligible to attend and vote, other than excluded shareholders.
If the required shareholder majorities approve the scheme and the remaining conditions are satisfied or waived where permitted, Carnaby expects to return to court on 29 October for approval. The current timetable points to an effective date of 30 October and implementation on 10 November, but those dates remain indicative and depend on the court process, scheme conditions and the absence of a superior proposal.
Bottom Line?
The court order moves the transaction from documentation to a genuine shareholder decision, with the 26 October vote and the independent expert’s full report now the critical milestones.
Questions in the middle?
- Will Carnaby shareholders deliver the required majorities at the 26 October scheme meeting?
- Will the independent expert maintain its assessment after the scheme booklet is registered?
- Will all remaining conditions be satisfied in time for the proposed 10 November implementation date?
