A retrospective headcount direction saved the scheme from a single registered holder's split vote
An Australian Securities Exchange-listed miner secured approval to redomicile to the United States after a vote-splitting problem sank its warrant scheme of arrangement.
The Supreme Court of New South Wales delivered its reasons in In the matter of Nova Minerals Limited [2026] NSWSC 690 on June 16, 2026, having made the orders on June 2, 2026. The schemes provided for Nova Minerals Corp. to acquire all issued capital and certain listed warrants in Nova Minerals Limited.
The share scheme passed comfortably, 98.88 percent of votes cast and 87.29 percent of voting shareholders backed it. The warrant scheme created a difficulty that the court had to resolve before approving the redomiciliation.
Only one entity held the warrants on the register: Cede & Co, which held them as a bare trustee for the Depository Trust & Clearing Co. Cede & Co appointed the beneficial owners as its proxies, and they split their votes, a large majority in favour and a tiny minority against. Because the law treated Cede & Co as the single voting creditor, that split threatened the statutory majority under s. 411(4)(a)(i) of the Corporations Act 2001 (Cth).
Established authority held that a creditor cannot vote part of its debt for and part against a scheme, and that a split vote must be disregarded entirely. As Cede & Co was the sole registered holder, disregarding its vote would have meant the warrant scheme failed.
Nova argued that the assumption underlying that approach – that each creditor accounts for a single, indivisible debt – sat awkwardly with a warrant holder holding readily divisible securities. To preserve the beneficial owners' support, Nova drew on English authority in which the court adopted a "headcount direction" treating a split-voting holder as voting in favour if it cast more votes for than against.
The court accepted it held power under s. 1319 of the Corporations Act, and under its inherent power, to give such a direction. It made the direction nunc pro tunc, so that Cede & Co – holding 100 percent of the relevant debt – was counted as voting in favour. That satisfied the value test in s. 411(4)(a)(i).
The court declined to order a fresh meeting, reasoning that the outcome would be a foregone conclusion. Over 80 percent of those voting by proxy supported the scheme, and by value, support reached 99.89 percent.
The court also addressed "some regrettable non-compliance" with its earlier orders. An officer of Nova had unilaterally altered ASX announcements the court had approved, believing he could present the information more clearly. The court accepted that the changes were unintentional and that no material information was withheld.
The court found each scheme fair and reasonable. It noted Nova Minerals Corp would rely on the approval to qualify for an exemption from the registration requirements of the US Securities Act of 1933.
